Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 4 TO CREDIT AGREEMENT


  


This AMENDMENT NO. 4
TO CREDIT AGREEMENT, dated as of July 31, 2017 (this “Agreement”), among Travelport
Finance (Luxembourg) S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade
and Companies Register under number B 189.658, having its registered office at 20,
rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of USD 180,000 (the “Borrower”),
TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), each Guarantor (as defined
in the Amended Credit Agreement (as defined below)), the Revolving Credit Lenders (as defined in the Amended Credit Agreement (as
defined below)) and GOLDMAN SACHS BANK USA, as Administrative Agent and as Collateral
Agent.


 


PRELIMINARY STATEMENTS


 


WHEREAS, reference
is made to that certain Credit Agreement, dated as of September 2, 2014 (as amended by the Incremental Amendment, dated as of January
16, 2015, Amendment No. 2 to Credit Agreement, dated as of June 23, 2016, and Amendment No. 3 to Credit Agreement, dated as of
January 19, 2017, and as in effect immediately prior to the effectiveness of this Agreement, the “Existing Credit
Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Amended Credit Agreement”;
capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement), among the Borrower,
Holdings, the Lenders from time to time party thereto, the Guarantors from time to time party thereto, the Administrative Agent
and the Collateral Agent;


 


WHEREAS, the Borrower
has notified the Administrative Agent that it is (i) requesting an increase (the “Revolving Commitment Increase”)
in the amount of the Revolving Credit Commitments pursuant to Section 2.14 of the Credit Agreement in an aggregate amount of $25,000,000
(the “Incremental Revolving Credit Commitments,” and any loan made from such Commitment, an “Incremental
Revolving Credit Loan”) such that after giving effect to such Revolving Commitment Increase the aggregate amount of Revolving
Credit Commitments outstanding shall be $150,000,000 and (ii) requesting an extension of the Maturity Date of all Revolving Credit
Loans;


 


WHEREAS, pursuant
to Section 2.14 of the Credit Agreement, the Borrower may obtain Incremental Revolving Credit Commitments by, among other things,
entering into one or more Incremental Amendments in accordance with the terms and conditions of the Credit Agreement;


 


WHEREAS, each
Incremental Revolving Credit Lender is willing to provide the Incremental Revolving Credit Commitments and extend Incremental Revolving
Credit Loans on the terms and conditions set forth herein; and


 


WHEREAS, the Revolving
Credit Lenders are willing to extend the Maturity Date of the Revolving Credit Loans on the terms and conditions set forth herein;


 




     


     


    

 


NOW, THEREFORE,
in consideration of the undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.           Amendments
to the Existing Credit Agreement. The Existing Credit Agreement is, as of the Amendment No. 4 Effective Date, hereby amended
as follows:


 


(a)          the
Credit Agreement (excluding the existing Exhibits and Schedules thereto) is amended to delete the bold, stricken text (indicated
textually in the same manner as the following example: stricken-text) and to add the bold, double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth on Annex I attached hereto;


 


(b)          Schedule
1.01A to the Credit Agreement shall be amended and restated as of the Amendment No. 4 Effective Date as set forth on Schedule 1.01A
attached hereto;


 


(c)          Schedule
10.02 to the Credit Agreement shall be amended and restated as of the Amendment No. 4 Effective Date as set forth on Schedule 10.02
attached hereto; and


 


(d)          Exhibits
A, D and L to the Credit Agreement shall be amended and restated in the form set forth on Exhibits A, D and L attached hereto.


 


2.           Incremental
Revolving Credit Commitments. Subject to the terms and conditions hereof, each Incremental Revolving Credit Lender agrees to
extend Incremental Revolving Credit Commitments to the Borrower in a principal amount equal to the amount set forth next to such
Incremental Revolving Credit Lender’s name on Schedule 1.01A hereto on the Amendment No. 4 Effective Date and from time to
time thereafter to make the Incremental Revolving Credit Loans in accordance with the terms of the Amended Credit Agreement. Each
Incremental Revolving Credit Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan
Documents, together with copies of the financial statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently
and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii)
appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or
the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto; and
(iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Revolving Credit Lender.


 


3.           Maturity
Date. The Maturity Date applicable to the Incremental Revolving Credit Loans and other extensions of credit from the Incremental
Revolving Credit Commitments shall be the same Maturity Date applicable to the Revolving Credit Commitments under the Amended Credit
Agreement.


 




    	 	2	 



     


    

 


4.           Representations
and Warranties. To induce the other parties hereto to enter into this Agreement, the Borrower and Holdings (on behalf of itself
and each other Loan Party) represent and warrant to each of the Lenders, the Administrative Agent and the Collateral Agent that,
after giving effect to this Agreement:


 


(a)          The
execution, delivery and performance by the Borrower and Holdings of this Agreement, and the consummation of the transactions contemplated
herein, are within the Borrower’s and Holdings’ corporate or other powers, (i) have been duly authorized by all necessary
corporate or other organizational action and (ii) do not (A) contravene the terms of any of its Organization Documents, (B) conflict
with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of
the Amended Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which the Borrower or
Holdings is a party or affecting the Borrower or Holdings or their properties or any of their Subsidiaries or (y) any material
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or Holdings or their
property is subject, or (C) violate any applicable Law; except with respect to any conflict, breach or contravention or payment
(but not creation of Liens) referred to in clause (ii)(B)(x), to the extent that such violation, conflict, breach, contravention
or payment could not reasonably be expected to have a Material Adverse Effect.


 


(b)          No
material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority
or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against,
the Borrower or Holdings of this Agreement, or for the consummation of the transactions contemplated hereby, except for the approvals,
consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are
in full force and effect.


 


(c)          This
Agreement has been duly executed and delivered by the Borrower and Holdings. This Agreement constitutes a legal, valid and binding
obligation of each of the Borrower and Holdings, enforceable against such applicable party in accordance with its terms, except
as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.


 


5.           Amended
Credit Agreement Governs. Except as set forth in this Agreement, the Incremental Revolving Credit Commitments and any Incremental
Revolving Credit Loans shall have identical terms (including with respect to interest rates) as, and be of the same Class as, the
Revolving Credit Commitments and the Revolving Credit Loans and shall otherwise be subject to the provisions, including any provisions
restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of any Revolving
Credit Lender, of the Credit Agreement and the other Loan Documents. For the avoidance of doubt, the Incremental Revolving Credit
Commitments and any Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving
Credit Loans and the Term Loans. From and after the Incremental Facility Closing Date, (a) each reference to (i) a “Loan”
or “Revolving Credit Loan” in the Credit Agreement shall be deemed to include any Incremental Revolving Credit Loans,
(ii) a “Revolving Credit Commitment” in the Credit Agreement shall be deemed to include the Incremental Revolving Credit
Commitment, (iii) a “Revolving Credit


 




    	 	3	 



     


    

 


Lender” shall be
deemed to include the Incremental Revolving Credit Lender, (iv) a “Lender” shall be deemed to include the Incremental
Revolving Credit Lender, and other related terms will have correlative meanings mutatis mutandis (b) each reference to “hereof,”
“hereunder,” “herein” and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement shall refer to the Credit Agreement as amended
and supplemented hereby. For the avoidance of doubt, any Letters of Credit outstanding prior to the Amendment No. 4 Effective Date
shall remain outstanding following the Amendment No. 4 Effective Date and shall constitute Letters of Credit for all purposes under
the Amended Credit Agreement.


 


6.           Conditions
Precedent. This Agreement and the amendments set forth in Section 1 of this Agreement shall become effective on the first date
(the “Amendment No. 4 Effective Date”) when, and only when, each of the
applicable conditions set forth below have been satisfied (or waived):


 


(a)          The
Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or .pdf copies
or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer
of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)          executed
counterparts of this Agreement;


 


(ii)         a
certificate, dated the Closing Date and signed by a Responsible Officer of Holdings and the Borrower, confirming satisfaction of
the conditions set forth in Sections 6(c) and 6(d) below;


 


(iii)        a
customary legal opinion from Kirkland & Ellis LLP, counsel to the Loan Parties;


 


(b)          The
Borrower shall have paid to the Administrative Agent all fees and expenses due to be paid on the Amendment No. 4 Effective Date.


 


(c)          The
representations and warranties set forth in Article V of the Amended Credit Agreement and in each other Loan Document shall be
true and correct in all material respects on and as of the date hereof (except that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified)
with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly
relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except
that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect”
shall be true and correct in all respects as so qualified).


 


(d)          No
Default or Event of Default shall exist on the date hereof after giving effect to this Agreement and the transactions contemplated
hereby. 


 


Without limiting the
generality of the provisions of Section 9.03(b) of the Amended Credit Agreement, for purposes of determining compliance with the
conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or


 




    	 	4	 



     


    

 


accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.


 


7.           Ratification
and Acknowledgements. By signing this Agreement, each of the Borrower and Holdings, on behalf of itself and each other Loan
Party, hereby confirms that (i) the obligations of the Loan Parties under the Existing Credit Agreement as modified hereby (including
with respect to the Incremental Revolving Credit Commitments and any Incremental Revolving Credit Loans) and the other Loan Documents
(x) are entitled to the benefits of the guaranties and the security interests set forth or created in the Collateral Documents
and the other Loan Documents and (y) constitute Obligations for purposes of the Amended Credit Agreement, the Guaranty, the Security
Agreement and all other Collateral Documents, (ii) notwithstanding the effectiveness of the terms hereof, the Guaranty, the Security
Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed
in all respects and (iii) the Incremental Lender shall be a “Secured Party” and a “Lender” for all purposes
of the Amended Credit Agreement, the Guaranty, the Security Agreement and the other Loan Documents. Each of the Borrower and Holdings,
on behalf of itself and each other Loan Party, ratifies and confirms that all Liens granted, conveyed, or assigned to the Collateral
Agent by any Loan Party pursuant to any Loan Document remain in full force and effect, are not released or reduced, and continue
to secure full payment and performance of the Obligations as increased and modified hereby.


 


8.           Liens
Unimpaired. Each of the Borrower and Holdings, on behalf of itself and each other Loan Party, represents, warrants and agrees
that after giving effect to this Agreement, neither the modification of the Existing Credit Agreement effected pursuant to this
Agreement nor the execution, delivery, performance or effectiveness of this Agreement:


 


(a)          impairs
the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired
with the same priority to secure repayment of all Obligations (including with respect to the Incremental Revolving Credit Commitments
and any Incremental Revolving Credit Loans), whether heretofore or hereafter incurred; or


 


(b)          requires
that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.


 


9.           Amendment,
Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with the Amended
Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute
a waiver of any provision of any of the Loan Documents.


 


10.         Loan
Document. This Agreement shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other
Loan Documents.


 




    	 	5	 



     


    

 


11.         Governing
Law, Etc. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
Sections 10.14, 10.15(b) and 10.16 of the AMENDED Credit Agreement are hereby incorporated
by reference, mutatis mutandis. 


 


12.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart
of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.


 


[Remainder of Page
Intentionally Left Blank]


 




    	 	6	 



     


    

 


IN WITNESS WHEREOF, each
of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent and as the Incremental Revolving Credit Lender and as an Additional L/C Issuer
	 	 	 
	 	By:	/s/ Lorraine Schmit
	 	 	Name:  Lorraine Schmit
	 	 	Title: Authorised Signatory


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


	 	Travelport Finance (Luxembourg) S.à r.l., as Borrower
	 	 	 
	 	By:	/s/ John Sutherland
	 	Name: John Sutherland
	 	Title: Manager and Authorized Signatory
	 	 	 
	 	By:	/s/ Rochelle Boas
	 	Name: Rochelle Boas
	 	Title: Manager and Authorized Signatory
	 	 
	 	TRAVELPORT LIMITED, as Holdings
	 	 	 
	 	By:	/s/ Rochelle Boas
	 	Name: Rochelle Boas
	 	Title: Senior Vice President, Deputy General Counsel and Corporate Secretary


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


	 	GALILEO ASIA, LLC
	 	GALILEO LATIN AMERICA, LLC
	 	TRAVEL INDUSTRIES, INC.
	 	TRAVELPORT INTERNATIONAL SERVICES, INC.
	 	TRAVELPORT HOLDINGS, LLC
	 	TRAVELPORT INC.
	 	TRAVELPORT NORTH AMERICA, INC.
	 	WORLDSPAN LLC
	 	WORLDSPAN VIATOR HOLDINGS, LLC
	 	WS FINANCING CORP.
	 	WORLDSPAN OPENTABLE HOLDINGS, LLC
	 	WORLDSPAN S.A. HOLDINGS II, L.L.C.
	 	WORLDSPAN SOUTH AMERICAN HOLDINGS LLC
	 	WORLDSPAN XOL LLC
	 	TRAVELPORT OPERATIONS, INC.
	 	WORLDSPAN DIGITAL HOLDINGS, LLC
	 	WORLDSPAN STOREMAKER HOLDINGS, LLC
	 	WORLDSPAN TECHNOLOGIES INC.
	 	WORLDSPAN IJET HOLDINGS, LLC
	 	 	 	 
	 	 	By:	/s/ Rochelle Boas 
	 	 	Name: Rochelle Boas
	 	 	Title: Senior Vice President, Deputy General Counsel and Corporate Secretary
	 	 
	 	TRAVELPORT FUNDING (LUXEMBOURG) S.À R.L.
	 	 	 	 
	 	 	By:	/s/ John Sutherland  
	 	 	Name: John Sutherland
	 	 	Title: Manager and Authorized Signatory
	 	 	 	 
	 	 	By:	/s/ Rochelle Boas
	 	 	Name: Rochelle Boas
	 	 	Title: Manager and Authorized Signatory


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


	 	TRAVELPORT INVESTOR (LUXEMBOURG) PARTNERSHIP S.E.C.S.
	 	TRAVELPORT GLOBAL LIMITED

                                  TRAVELPORT OPERATIONS LIMITED

	 	TRAVELPORT TRAVEL COMMERCE PLATFORM LIMITED
	 	TRAVEL GROUP INVESTMENTS LIMITED

                                  TRAVELPORT INTERNATIONAL MANAGEMENT LIMITED

	 	TRAVELPORT INTERNATIONAL OPERATIONS LIMITED
	 	TRAVELPORT HOLDINGS (UK) LIMITED

                                  TRAVELPORT FINANCE LIMITED

                                  TRAVELPORT SERVICES LIMITED

                                  TRAVELPORT INTERNATIONAL LIMITED

                                  TRAVELPORT PAYMENT SOLUTIONS LIMITED



 


	 	By:	/s/ Timothy Hampton
	 	Name: Timothy Hampton
	 	Title: Director


 


	 	TRAVELPORT, LP
	 	 
	 	BY: TRAVELPORT HOLDINGS, LLC, its general partner


 


	 	By:	/s/ Rochelle Boas
	 	Name:  Rochelle Boas
	 	Title: Senior Vice President, Deputy General Counsel and Corporate Secretary


 


	 	TRAVELPORT LLC
	 	GALILEO INTERNATIONAL TECHNOLOGY, LLC


 


	 	By:	/s/ Rochelle Boas
	 	Name:  Rochelle Boas
	 	Title:  Authorized Person


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


	 	Bank of America, N.A., as a Revolving Credit Lender and an Additional L/C Issuer


 


	 	By:	/s/ Daniel H. Blakely
	 	 	Name:  Daniel H. Blakely
	 	 	Title:  Associate


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


	 	CITIBANK N.A., LONDON, as a Revolving Credit Lender and an Additional L/C Issuer


 


	 	By:	/s/ T Jerret
	 	Name:  Thomas Jerret
	 	Title:  Vice President


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Revolving Credit Lender and an L/C Issuer


 


	 	By:	/s/ Michael King
	 	Name:  Michael King
	 	Title:  Vice President


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


	 	UBS AG, STAMFORD BRANCH,
	 	REVOLVING CREDIT LENDER AND AN L/C ISSUER


 


	 	By:	/s/ Darlene Arias
	 	Name:  Darlene Arias
	 	Title:  Director
	 	 
	 	By:	/s/ Craig Pearson
	 	Name:  Craig Pearson
	 	Title:  Associate Director


 


[Amendment No. 4 Signature Page]


 




     


     


    

 


SCHEDULE 1.01(A)


 


COMMITMENTS


 


	Revolving Credit Lender	 	Revolving Credit
 Commitment	 
	Goldman Sachs Bank USA	 	$	25,000,000	 
	Morgan Stanley Senior Funding, Inc.	 	$	25,000,000	 
	UBS AG, Stamford Branch	 	$	25,000,000	 
	Citibank, N.A., London	 	$	37,500,000	 
	Bank of America, N.A.	 	$	37,500,000	 
	Total	 	$	150,000,000	 



 




     


     


    

 


SCHEDULE 10.02


 


ADMINISTRATIVE AGENT'S
OFFICE, CERTAIN ADDRESSES FOR NOTICES


 


Notices to Borrower:


 


Travelport Finance (Luxembourg) S.
à. r.l.


2-4, rue Eugene Ruppert


Luxembourg


L-2345


Attn: John Sutherland, Manager


Fax:


Email:


 


With a copy to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, NY 10022


Attention: Jay Ptashek


Fax: (212) 446-6460


Email: jay.ptashek@kirkland.com


 


Notices to Administrative Agent:


 


Goldman Sachs Bank USA

200 West Street


New York, New York 10282-2198


Fax: 212-428-9270


Email: gs-sbdagency-borrowernotices@ny.email.gs.com


 


With a copy (which shall not constitute
notice) to:


 


4 Times Square


New York, New York 10036


Attn: Sarah Ward


Email: sarah.ward@skadden.com


 




    	 	D-1	 



     


    

 


EXHIBIT A


 


[FORM OF] COMMITTED
LOAN NOTICE


 


		To:	Goldman Sachs Bank USA

200 West Street

New York, New York 10282-2198

Fax: 212-428-9270

Email: gs-sbdagency-borrowernotices@ny.email.gs.com



 


[Date]


 


Ladies and Gentlemen:


 


Reference is made to the Credit Agreement dated as of September
2, 2014 (as amended, modified, refinanced and/or restated from time to time, the “Credit Agreement”) among Travelport
Limited, a company incorporated under the laws of Bermuda (“Holdings”), Travelport Finance (Luxembourg) S.à
r.l., a private limited company (société à responsabilité limitée) incorporated and existing
under the laws of the Grand Duchy Luxembourg (the “Borrower”), the other Guarantors party thereto from time
to time, the lenders party thereto from time to time, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent and L/C
Issuer, and certain other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such teams in the Credit Agreement.


 


The undersigned Borrower hereby requests (select one):


 


	 	☐	A Borrowing of new Loans	 	 	 
	 	 	 	 	 	 
	 	☐	A conversion of Loans made on	 	 	 
	 	 	 	 	 	 
	 	☐	A continuation of Eurocurrency Rate Loans made on	 	 	 


 


to be made on the terms set forth below:


 


	 	(A)	Class of Borrowing1	 	 	 
	 	 	 	 	 	 
	 	(B)	Date of Borrowing, conversion or continuation (which is a Business Day)        	 	 	 
	 	 	 	 	 	 
	 	(C)	Principal amount2	 	 	 


 





 






		1	E.g., “Initial Term Loans”, “Incremental
Term Loans”, “Extended Term Loans”, “Revolving Credit Loans”, “Incremental Revolving Credit
Loans”, “Revolving Credit Loans under Extended Revolving Credit Commitments”, “Other Revolving Credit
Commitments”.



 


		2	Each Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans shall be in a minimum of $2,000,000, or a whole multiple of $500,000, in excess thereof. Each Borrowing of or conversion
to Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each
Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment
of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under
the limit set forth in the Credit Agreement) and each Incremental Revolving Credit Commitment shall be in an aggregate principal
amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than
$5,000,000 if such amount represents all remaining availability under the limit set forth in the Credit Agreement).



 




    	 	D-2	 



     


    

 


	 	(D)	Type of Loan3	 	 	 
	 	 	 	 	 	 
	 	(E)	Interest Period and the last day thereof4	 	 	 
	 	 	 	 	 	 
	 	(F)	Location and number of Borrower’s account to which proceeds of Borrowings are to be disbursed:	 	 	 


 


The above request complies with the notice requirements set
forth in the Credit Agreement.


 


[The undersigned Borrower hereby represents and warrants to
the Administrative Agent and the Lenders that, on the date of this Committed Loan Notice and on the date of the related Borrowing,
the conditions to lending specified in Section 4.02 of the Credit Agreement have been satisfied.]5


 


[The undersigned Borrower hereby represents and warrants to
the Administrative Agent and the Lenders that, on the date of this Committed Loan Notice and on the date of the related Borrowing,
the conditions to lending specified in Section 2.14(d) of the Credit Agreement have been satisfied.]6


 


	 	Travelport Finance (Luxembourg) S.à r.l.
	 	 	 
	 	By:	 
	 	 
	 	Name:
	 	Title:


 





 






		3	Specify Eurocurrency Rate or Base Rate.



 


		4	Applicable for Eurocurrency Borrowings only.



 


		5	Insert bracketed language if the Borrower is making a Request
for Credit Extension (unless requesting only (i) a conversion of Loans to the other Type or (ii) a continuation of Eurocurrency
Loans) after the Closing Date.



 


		6	Insert bracketed language if the Borrower is making a Request
for Credit Extension of Incremental Loans.



 




    	 	D-3	 



     


    

 


EXHIBIT C


 


[FORM OF] REVOLVING
CREDIT NOTE


 


LENDER: [●]


PRINCIPAL AMOUNT: $[●]


 


New York, New York

[Date]


 


FOR VALUE RECEIVED, the undersigned,
Travelport Finance (Luxembourg) S.à r.l., a private limited company (société à responsabilité
limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Borrower”),
hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money
of the United States of America in immediately available funds at the relevant Administrative Agent’s Office (such term,
and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement dated as
of September 2, 2014 (as amended, modified, refinanced and/or restated from time to time, the “Credit Agreement”)
among Travelport Limited, a company incorporated under the laws of Bermuda (“Holdings”), the Borrower, the Guarantors
party thereto from time to time, and the lenders from time to time party thereto, Goldman Sachs Bank USA, as Administrative Agent,
Collateral Agent and L/C Issuer, and certain other parties thereto) (A) on the dates set forth in the Credit Agreement, the lesser
of (i) the principal amount set forth above and (ii) the aggregate unpaid principal amount of all Revolving Credit Loans made by
the Lender to the Borrower pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from
time to time outstanding on each such Revolving Credit Loan at the rate or rates per annum and payable on such dates, as provided
in the Credit Agreement.


 


The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in (and to the
extent required by) the Credit Agreement.


 


The Borrower hereby waives diligence, presentment, demand, protest
and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance
shall not constitute a waiver thereof in that or any subsequent instance.


 


All borrowings evidenced by this note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule
attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise
recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make
such a notation or any error in such notation shall not affect the obligations of the Borrower under this note.


 


This note is one of the Revolving Credit Notes referred to in
the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening
of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment
or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This note is, among
other things, entitled to the benefits of each Guaranty and the Collateral Documents and is secured by the Collateral, all upon
the terms and conditions specified in the Loan Documents. All payments to be made by the Borrower hereunder shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.


 




    	 	D-4	 



     


    

 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 




    	 	D-5	 



     


    

 


	 	Travelport Finance (Luxembourg) S.à r.l.
	 	 	 
	 	By:	 
	 	 
	 	Name:
	 	Title:


 




    	 	D-6	 



     


    

 


	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 






    	 	D-7	 



     


    

 


LOANS AND PAYMENTS


 


	Date	 	Amount of
    Loan	 	Maturity
    Date	 	Payments
    of

    Principal/Interest	 	Principal

    Balance of Note	 	Name of
    Person

    Making the

    Notation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 




     


     


    

 


EXHIBIT L


 


FORM OF ADMINISTRATIVE
QUESTIONNAIRE


 


 


To:


From:


Date:


		Ref:	Administrative Detail



 


 


Legal name of institution to appear in documentation:



 


Please note:


  


	13.         Payment
    Instructions


 


Payment Instructions (USD)


Payment To:


Account Name:


ABA Number:


Account Number:


Reference:


 


	Credit
    Contact Information
	Primary
    Contact	Closing
    Contact
	Name:	 	Name:	 
	Telephone:	 	Telephone:	 
	Fax:	 	Fax:	 
	Address:	 	Address:	 
	E-mail:	 	E-mail:	 


 


14.


 


	Operations
    Contacts
	Primary
    Contact	15.         Secondary
    Contact
	Name:	 	Name:	 
	Telephone:	 	Telephone:	 
	Fax:	 	Fax:	 
	Address:	 	Address:	 
	E-mail:	 	E-mail:	 


  




     


     


    

 


ANNEX I


 



     


     


    

 


CONFORMED COPY


 





 






 


CREDIT AGREEMENT


 


Dated as of September
2, 2014,


as amended by
the Incremental Amendment, dated as of January 16, 2015,


as further amended
by Amendment No. 2, dated as of June 23, 2016,


and as further
amended by Amendment No. 3, dated as of January 19, 2017


and as further
Amended by Amendment No. 4, dated as of July 31, 2017


 


Among


 


TRAVELPORT LIMITED,

as Holdings


 


Travelport
Finance (Luxembourg) S.À r.l.,


as the Borrower,


 


THE OTHER GUARANTORS
PARTY HERETO FROM TIME TO TIME


 


GOLDMAN
SACHS BANK USA,


as Administrative
Agent, Collateral Agent and an L/C Issuer,



and



THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME


 





 



 


GOLDMAN SACHS
BANK USA,


 


BANK OF AMERICA
MERRILL LYNCH INTERNATIONAL LIMITED,


 


MORGAN STANLEY
SENIOR FUNDING, INC.,


 


UBS SECURITIES
LLC


 


AND CITIGROUP
GLOBAL MARKETS LIMITED




as Joint Lead Arrangers



 





 



  




     


     


    

  


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I	 
	Definitions and Accounting Terms	1
	 	 	 
	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Other Interpretive Provisions	72
	SECTION 1.03	Accounting Terms	73
	SECTION 1.04	Rounding	74
	SECTION 1.05	References to Agreements, Laws, Etc.	74
	SECTION 1.06	Times of Day	74
	SECTION 1.07	Timing of Payment or Performance	74
	SECTION 1.08	Cumulative Credit Transactions	74
	SECTION 1.09	[Reserved]	75
	SECTION 1.10	Currency Equivalents Generally	75
	 	 	 
	Article II	 
	The Commitments and Credit Extensions	75
	 	 	 
	SECTION 2.01	The Loans	75
	SECTION 2.02	Borrowings, Conversions and Continuations of Loans	77
	SECTION 2.03	Letters of Credit	78
	SECTION 2.04	Reserved	89
	SECTION 2.05	Prepayments	89
	SECTION 2.06	Termination or Reduction of Commitments	101
	SECTION 2.07	Repayment of Loans	102
	SECTION 2.08	Interest	102
	SECTION 2.09	Fees	103
	SECTION 2.10	Computation of Interest and Fees	103
	SECTION 2.11	Evidence of Indebtedness	104
	SECTION 2.12	Payments Generally	104
	SECTION 2.13	Sharing of Payments	106
	SECTION 2.14	Incremental Credit Extensions	107
	SECTION 2.15	Refinancing Amendments	113
	SECTION 2.16	Extension of Term Loans; Extension of Revolving Credit Loans	114
	SECTION 2.17	Defaulting Lenders	118
	 	 	 
	Article III	 
	Taxes, Increased Costs Protection and Illegality	120
	 	 	 
	SECTION 3.01	Taxes	120
	SECTION 3.02	Illegality	122
	SECTION 3.03	Inability to Determine Rates	123
	SECTION 3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	123
	SECTION 3.05	Funding Losses	125
	SECTION 3.06	Matters Applicable to All Requests for Compensation	125


 




    	 	i	 



     


    

  


	SECTION 3.07	Replacement of Lenders under Certain Circumstances	126
	SECTION 3.08	Survival	128
	 	 	 
	Article IV	 
	Conditions Precedent to Credit Extensions	128
	 	 	 
	SECTION 4.01	Conditions to Initial Credit Extension	128
	SECTION 4.02	Conditions to All Credit Extensions	131
	 	 	 
	Article V	 
	Representations and Warranties	131
	 	 	 
	SECTION 5.01	Existence, Qualification and Power; Compliance with Laws	132
	SECTION 5.02	Authorization; No Contravention	132
	SECTION 5.03	Governmental Authorization; Other Consents	132
	SECTION 5.04	Binding Effect	133
	SECTION 5.05	Financial Statements; No Material Adverse Effect	133
	SECTION 5.06	Litigation	133
	SECTION 5.07	[Reserved]	133
	SECTION 5.08	Ownership of Property; Liens and Real Property	134
	SECTION 5.09	Environmental Matters	134
	SECTION 5.10	Taxes	135
	SECTION 5.11	ERISA Compliance	135
	SECTION 5.12	Subsidiaries; Equity Interests	136
	SECTION 5.13	Margin Regulations; Investment Company Act	136
	SECTION 5.14	Disclosure	136
	SECTION 5.15	Labor Matters	136
	SECTION 5.16	[Reserved]	137
	SECTION 5.17	Intellectual Property; Licenses, Etc.	137
	SECTION 5.18	Solvency	137
	SECTION 5.19	OFAC; USA PATRIOT Act; FCPA	137
	SECTION 5.20	[Reserved]	138
	SECTION 5.21	Security Documents	138
	 	 	 
	Article VI	 
	Affirmative Covenants	139
	 	 	 
	SECTION 6.01	Financial Statements	139
	SECTION 6.02	Certificates; Other Information	141
	SECTION 6.03	Notices	142
	SECTION 6.04	Payment of Obligations	143
	SECTION 6.05	Preservation of Existence, Etc.	143
	SECTION 6.06	Maintenance of Properties	143
	SECTION 6.07	Maintenance of Insurance	143
	SECTION 6.08	Compliance with Laws	144
	SECTION 6.09	Books and Records	144
	SECTION 6.10	Inspection Rights	144
	SECTION 6.11	Additional Collateral; Additional Guarantors	145
	SECTION 6.12	Compliance with Environmental Laws	147


 




    	 	ii	 



     


    

  


	SECTION 6.13	Further Assurances	147
	SECTION 6.14	Designation of Subsidiaries	147
	SECTION 6.15	Maintenance of Ratings	148
	SECTION 6.16	Post-Closing Covenants	148
	 	 	 
	Article VII	 
	Negative Covenants	148
	 	 	 
	SECTION 7.01	Liens	148
	SECTION 7.02	Investments	153
	SECTION 7.03	Indebtedness	156
	SECTION 7.04	Fundamental Changes	160
	SECTION 7.05	Dispositions	162
	SECTION 7.06	Restricted Payments	164
	SECTION 7.07	Change in Nature of Business	167
	SECTION 7.08	Transactions with Affiliates	167
	SECTION 7.09	Burdensome Agreements	168
	SECTION 7.10	Use of Proceeds	169
	SECTION 7.11	Financial Covenant	169
	SECTION 7.12	Accounting Changes	169
	SECTION 7.13	Prepayments, Etc. of Indebtedness	170
	SECTION 7.14	Permitted Activities	170
	 	 	 
	Article VIII	 
	Events of Default and Remedies	171
	 	 	 
	SECTION 8.01	Events of Default	171
	SECTION 8.02	Remedies Upon Event of Default	173
	SECTION 8.03	Exclusion of Immaterial Subsidiaries	174
	SECTION 8.04	Application of Funds	174
	SECTION 8.05	Borrower’s Right to Cure	175
	 	 	 
	Article IX	 
	Administrative Agent and Other Agents	176
	 	 	 
	SECTION 9.01	Appointment and Authorization of Agents	176
	SECTION 9.02	Delegation of Duties	177
	SECTION 9.03	Liability of Agents	177
	SECTION 9.04	Reliance by Agents	178
	SECTION 9.05	Notice of Default	179
	SECTION 9.06	Credit Decision; Disclosure of Information by Agents	179
	SECTION 9.07	Indemnification of Agents	179
	SECTION 9.08	Agents in Their Individual Capacities	180
	SECTION 9.09	Successor Agents	180
	SECTION 9.10	Administrative Agent May File Proofs of Claim	182
	SECTION 9.11	Collateral and Guaranty Matters	182
	SECTION 9.12	Other Agents; Lead Arrangers and Managers	184
	SECTION 9.13	Withholding Tax Indemnity	184
	SECTION 9.14	Appointment of Supplemental Agents	185


 




    	 	iii	 



     


    

  


	SECTION 9.15	Lender Action; Approved Counterparties.	185
	 	 	 
	Article X	 
	Miscellaneous	186
	 	 	 
	SECTION 10.01	Amendments, Etc.	186
	SECTION 10.02	Notices and Other Communications; Facsimile Copies.	189
	SECTION 10.03	No Waiver; Cumulative Remedies.	191
	SECTION 10.04	Attorney Costs and Expenses.	191
	SECTION 10.05	Indemnification by the Borrower.	192
	SECTION 10.06	Payments Set Aside.	193
	SECTION 10.07	Successors and Assigns.	194
	SECTION 10.08	Confidentiality.	201
	SECTION 10.09	Setoff.	203
	SECTION 10.10	Interest Rate Limitation.	203
	SECTION 10.11	Counterparts.	204
	SECTION 10.12	Integration; Termination.	204
	SECTION 10.13	Survival of Representations and Warranties.	204
	SECTION 10.14	Severability.	204
	SECTION 10.15	GOVERNING LAW.	205
	SECTION 10.16	WAIVER OF RIGHT TO TRIAL BY JURY.	205
	SECTION 10.17	Binding Effect.	206
	SECTION 10.18	USA PATRIOT Act.	206
	SECTION 10.19	No Advisory or Fiduciary Responsibility.	206
	SECTION 10.20	Electronic Execution of Assignments.	207
	SECTION 10.21	Effect of Certain Inaccuracies.	207
	SECTION 10.22	Judgment Currency	208
	 	 	 
	Article XI	 
	Guaranty	209
	 	 	 
	SECTION 11.01	The Guaranty.	209
	SECTION 11.02	Obligations Unconditional.	209
	SECTION 11.03	Reinstatement.	210
	SECTION 11.04	Subrogation; Subordination.	211
	SECTION 11.05	Remedies.	211
	SECTION 11.06	Instrument for the Payment of Money.	211
	SECTION 11.07	Continuing Guaranty.	211
	SECTION 11.08	General Limitation on Guarantee Obligations.	211
	SECTION 11.09	Information.	212
	SECTION 11.10	Release of Guarantors.	212
	SECTION 11.11	Right of Contribution.	212
	SECTION 11.12	Cross-Guaranty.	213
	SECTION 11.13	Limitations with respect to the Luxembourg Guarantors.	213


 




    	 	iv	 



     


    

  


	SCHEDULES	 
	 	 
	1.01A	Commitments
	1.01B	Collateral Documents
	1.01C	Unrestricted Subsidiaries
	1.01D	Closing Date Intermediate Holding Companies
	1.01F	Investors
	2.03	Existing Letters of Credit
	5.05	Certain Liabilities
	5.06	Litigation
	5.08	Ownership of Property
	5.09(a)	Environmental Matters
	5.10	Taxes
	5.11(a)	ERISA Compliance
	5.12	Subsidiaries and Other Equity Investments
	6.16	Post-Closing Covenants
	7.01(b)	Existing Liens
	7.02(f)	Existing Investments
	7.02(y)	Existing Joint Ventures
	7.03(b)	Existing Indebtedness
	7.08	Transactions with Affiliates
	7.09	Certain Contractual Obligations
	10.02	Administrative Agent’s Office, Certain Addresses for Notices
	 	 
	EXHIBITS	 
	 	 
	Form of	 
	 	 
	A	Committed Loan Notice
	B	Letter of Credit Issuance Request
	C	Term Note
	D	Revolving Credit Note
	E-1	Compliance Certificate
	E-2	Solvency Certificate
	F-1	Assignment and Assumption
	F-2 	Affiliated Lender Assignment and Assumption
	F-3	Affiliated Lender Notice
	G	Security Agreement
	H	Perfection Certificate
	I	Intercompany Note
	J-1	First Lien Intercreditor Agreement
	J-2	Junior Lien Intercreditor Agreement
	K-1	United States Tax Compliance Certificate (Foreign Non-Partnership Lenders)
	K-2	United States Tax Compliance Certificate (Foreign Non-Partnership Participants)
	K-3	United States Tax Compliance Certificate (Foreign Partnership Lenders)
	K-4	United States Tax Compliance Certificate (Foreign Partnership Participants)
	L	Administrative Questionnaire
	M-1	Acceptance and Prepayment Notice
	M-2	Discount Range Prepayment Notice


 




    	 	v	 



     


    

  


	M-3	Discount Range Prepayment Offer
	M-4	Solicited Discounted Prepayment Notice
	M-5	Solicited Discounted Prepayment Offer
	M-6	Specified Discount Prepayment Notice
	M-7	Specified Discount Prepayment Response


 




    	 	vi	 



     


    

  


CREDIT
AGREEMENT


 


This CREDIT AGREEMENT
(as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered
into as of September 2, 2014, among  TRAVELPORT LIMITED, a company incorporated
under the laws of Bermuda (“Holdings”), Travelport Finance (Luxembourg)
S.à r.l., a private limited liability company (société à responsabilité limitée)
incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register
under number B 189.658, having its registered office at 20, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital
of USD 180,000 (the “Borrower”), the other Guarantors party hereto from time to time, GOLDMAN
SACHS BANK USA, as Administrative Agent, Collateral Agent and L/C Issuer, and each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”).


 


PRELIMINARY
STATEMENTS


 


1.         The Borrower
has requested on the Closing Date that the Lenders extend credit to the Borrower in the form of (i) the Initial Term Loans on the
Closing Date in an initial aggregate principal amount of $2,375,000,000 and (ii) a commitment to provide loans on and after the
Closing Date under a Revolving Credit Facility in an initial aggregate principal amount of $100,000,000; provided, that
following the Amendment No. 4 Effective Date such commitments shall be in an aggregate principal amount of $150,000,000.


 


2.          In
connection with the entering into of this Agreement and the borrowing of the Loans hereunder, the Borrower plans to incur additional
indebtedness in the form of the Unsecured Bridge Loans on the Closing Date in an aggregate principal amount of up to $425,000,000.


 


3.          The
proceeds of the Initial Term Loans, a portion of the Revolving Credit Loans (not to exceed the Initial Revolving Borrowing Cap)
and the Unsecured Bridge Loans will be used on the Closing Date to finance the Transaction Expenses and to consummate the Refinancing.
The proceeds of Revolving Credit Loans made after the Closing Date and Letters of Credit will be used for on-lending to certain
Restricted Subsidiaries of Holdings, working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries,
including Capital Expenditures, Restricted Payments and the financing of Permitted Acquisitions.


 


4.         The applicable
Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit,
in each case, on the terms and subject to the conditions set forth herein.


 


In consideration
of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article
I

Definitions and Accounting Terms


 


SECTION
1.01   Defined Terms.


 


As used in this
Agreement, the following terms shall have the meanings set forth below:


 




    	 	1	 



     


    

 


“Acceptable
Discount” has the meaning set forth in Section 2.05(a)(v)(D)(2).


 


“Acceptable
Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(3).


 


“Acceptance
and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially
the form of Exhibit M-1.


 


“Acceptance
Date” has the meaning set forth in Section 2.05(a)(v)(D)(2).


 


“Acquired
EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period,
the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined
as if references to Holdings and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired
Entity or Business and its Subsidiaries or to such Converted Restricted Subsidiary and its Subsidiaries), as applicable, all as
determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable.


 


“Acquired
Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA.”


 


“Additional
Lender” has the meaning set forth in Section 2.14(c).


 


“Additional
Refinancing Lender” has the meaning set forth in Section 2.15(a).


 


“Additional
Term B Commitment” means, as to each Additional Term B Lender, its obligation to make an Additional Term B Loan to the
Borrower on the Amendment No. 2 Effective Date, in the amount set forth in the Joinder (as defined in Amendment No. 2) executed
and delivered by such Additional Term B Lender (subject to allocation by the Administrative Agent, but in no event greater than
the amount set forth by such Additional Term B Lender in the Joinder).


 


“Additional
Term B Lender” means a Person with an Additional Term B Commitment to make Additional Term B Loans to the Borrower on
the Amendment No. 2 Effective Date pursuant to Section 2.01(c)(ii).


 


“Additional
Term B Loan” means a Term Loan that is made pursuant to Section 2.01(c)(ii).


 


“Additional
Term C Commitment” means, as to each Additional Term C Lender, its obligation to make an Additional Term C Loan to the
Borrower on the Amendment No. 3 Effective Date, in the amount set forth in the Joinder (as defined in Amendment No. 3) executed
and delivered by such Additional Term C Lender (subject to allocation by the Administrative Agent, but in no event greater than
the amount set forth by such Additional Term C Lender in such Joinder).


 


“Additional
Term C Lender” means a Person with an Additional Term C Commitment to make Additional Term C Loans to the Borrower on
the Amendment No. 3 Effective Date pursuant to Section 2.01(d)(ii).


 


“Additional
Term C Loan” means a Term Loan that is made pursuant to Section 2.01(d)(ii).


 


“Administrative
Agent” means GOLDMAN SACHS BANK USA, in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent.


 




    	 	2	 



     


    

 


“Administrative
Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02,
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 the form of Exhibit L or such other form as may be supplied
from time to time by the Administrative Agent.


 


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


 


“Affiliated
Lender” means, at any time, any Lender that is a Specified Investor or an Affiliate of a Specified Investor or Holdings
at such time (other than Holdings, the Borrower or any of its Subsidiaries and other than any Debt Fund Affiliate) or a Non-Debt
Fund Affiliate of a Specified Investor at such time.


 


“Affiliated
Lender Assignment and Assumption” has the meaning set forth in Section 10.07(m)(i).


 


“Affiliated
Lender Cap” has the meaning set forth in Section 10.07(l)(iii).


 


“Agent-Related
Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, partners,
agents, advisors, attorneys-in-fact and other representatives of such Persons and Affiliates.


 


“Agents”
means, collectively, the Administrative Agent, the Collateral Agent, the Supplemental Agents (if any) and the Lead Arrangers.


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.


 


“All-In
Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees
or Eurocurrency Rate or Base Rate floor, in each case, incurred or payable by the Borrower generally to all lenders of such Indebtedness;
provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the
stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided, further, that “All-In
Yield” shall not include amendment fees, arrangement fees, structuring fees, commitment fees, underwriting fees and similar
fees not paid to lenders generally in the primary syndication of such Indebtedness, consent fees paid to consenting lenders, ticking
fees on undrawn commitments and any other fees not paid or payable generally to all lenders in the primary syndication of such
Indebtedness.


 


“Amendment
No. 2” means Amendment No. 2 to this Agreement dated as of the Amendment No. 2 Effective Date.


 




    	 	3	 



     


    

 


“Amendment
No. 2 Effective Date” means June 23, 2016, the date of effectiveness of Amendment No. 2.


 


“Amendment
No. 3” means Amendment No. 3 to this Agreement dated as of the Amendment No. 3 Effective Date.


 


“Amendment
No. 3 Effective Date” means January 19, 2017, the date of effectiveness of Amendment No. 3.


 


“Amendment
No. 4” means Amendment No. 4 to this Agreement dated as of the Amendment No. 4 Effective Date.


 


“Amendment
No. 4 Effective Date” means July 31, 2017, the date of effectiveness of Amendment No. 4.


 


“Applicable
Discount” has the meaning set forth in Section 2.05(a)(v)(C)(2).


 


“Applicable
ECF Percentage” means, for any fiscal year, (a) 50.0%, if the Consolidated First Lien Net Leverage Ratio as of the last
day of such fiscal year is greater than 3.65 to 1.00, (b) 25.0% if the Consolidated First Lien Net Leverage Ratio as of the last
day of such fiscal year is less than or equal to 3.65 to 1.00 and greater than 3.15 to 1.00 and (c) 0.0% if the Consolidated First
Lien Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.15 to 1.00.


 


“Applicable
Period” has the meaning set forth in Section 10.21.


 


“Applicable
Rate” means:


 


(a)          with
respect to Initial Term Loans, (i) initially and at any time that Holdings fails to satisfy either Ratings Requirement (as defined
below), (x) for Eurocurrency Rate Loans, 5.00% and (y) for Base Rate Loans, 4.00%, and (ii) commencing with the first full fiscal
quarter following the consummation of the Parent IPO if and for so long as Holdings maintains (1) a Corporate Rating of B from
S&P, and (2) a Corporate Rating of B2 from Moody’s (clauses (1) and (2) collectively the “Ratings Requirements”),
(x) for Eurocurrency Rate Loans, 4.75% and (y) for Base Rate Loans, 3.75%; provided that the Parent IPO Proceeds are at least $300,000,000;
provided, further, that each change in the Applicable Rate with respect to Initial Term Loans resulting from a publicly announced
change in the Corporate Ratings shall be effective, in the case of an upgrade, during the period commencing on the date of the
public announcement thereof and ending on the date immediately preceding the effective date of the next such change and, in the
case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately
preceding the effective date of the next such change;


 


(b)          with
respect to commitment fees on the unused Revolving Credit Commitments, 0.375%;


 


(c)          with
respect to the Revolving Credit Loans and Letter of Credit fees, a percentage per annum equal to (x) for Eurocurrency Rate Loans
and Letter of Credit fees, 2.50%, and (y) for Base Rate Loans, 1.50% (each of the foregoing, the “Initial Applicable Rate”);
provided, that, in each case, if the Applicable Rate with respect to the then outstanding Class(es) of Term Loans is less
than or equal to such Initial Applicable Rate, then, in each case, such Applicable Rate with respect to the Revolving Credit Loans
and Letters of Credit shall be automatically reduced by an amount such that


 




    	 	4	 



     


    

 


after giving effect
to such reduction, the Applicable Rates with respect to the Revolving Credit Loans and Letters of Credit are 0.25% less than the
Applicable Rates in effect for the then outstanding Class(es) of Term Loans; provided further that under no circumstance
shall the Applicable Rate with respect to the Revolving Credit Loans and Letters of Credit exceed the Initial Applicable Rate;


 


Any increase
or decrease in the Applicable Rate with respect to the Revolving Credit Loans and Letters of Credit resulting from a change in
the Applicable Rate with respect to the then outstanding Class(es) of Term Loans shall become effective as of the first Business
Day immediately following the effectiveness of the Applicable Rate on the then outstanding Class(es) of Term Loans; provided
that at the option of the Administrative Agent or the Required Lenders, the Initial Applicable Rate shall apply as of the first
Business Day after an Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing, and shall continue
to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise
determined in accordance with this definition shall apply);


 


(d)          with
respect to Term B Loans, (i) for Eurocurrency Rate Loans, 4.00% and (y) for Base Rate Loans, 3.00%; and


 


(e)          with
respect to Term C Loans, (i) for Eurocurrency Rate Loans, 3.25% and (y) for Base Rate Loans, 2.25%.


 


“Appropriate
Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and, (b) with respect to
Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders.


 


“Approved
Counterparty” means (a) any Agent, Lender or any Affiliate of an Agent or Lender at the time it entered into a Secured
Hedge Agreement or a Treasury Services Agreement, as applicable, in its capacity as a party thereto, (b) any other Person whose
long term senior unsecured debt rating is A/A2 by S&P or Moody’s (or their equivalent) or higher or (c) any other
Person from time to time approved in writing by the Administrative Agent.


 


“Approved
Currency” means each of Dollar, Sterling, Euros, AUD or such other currency acceptable to the Borrower, the Administrative
Agent and the L/C Issuer.


 


“Approved
Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an
Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.


 


“Assignees”
has the meaning set forth in Section 10.07(b).


 


“Assignment
and Assumption” means (a) an Assignment and Assumption substantially in the form of Exhibit F-1 or (b) an Affiliated
Lender Assignment and Assumption, as the context may require.


 


“Assignment
Taxes” has the meaning specified in Section 3.01(b).


 


“Attorney
Costs” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external
legal counsel.


 




    	 	5	 



     


    

 


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


 


“Auction
Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower
(whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment
pursuant to Section 2.05(a)(v); provided that the Borrower shall not designate the Administrative Agent as the Auction
Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under
no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its
Affiliates may act as the Auction Agent.


 


“AUD”
and “A$” mean the lawful currency of the Commonwealth of Australia as quoted on the Reuters Screen BBSY Page.


 


“Audited
Financial Statements” means the audited consolidated balance sheets of Holdings as of each of December 31, 2013, 2012
and 2011 and related consolidated statements of income, stockholders’ equity and cash flows of Holdings for the fiscal years
ended December 31, 2013, 2012 and 2011.


 


“Auto-Extension
Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).


 


“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 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.


 


“Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Federal Funds Rate in effect on such day
plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) the Eurocurrency Rate for deposits in Dollars for a one-month
Interest Period plus 1.00%; provided that for the avoidance of doubt, the Eurocurrency Rate for any day shall be LIBOR,
at approximately 11:00 a.m. (London time) two Business Days prior to such day for deposits in Dollars with a term of one month
commencing on such day; it being understood that, for the avoidance of doubt, (x) solely with respect to the Initial Term Loans,
Term B Loans and Term C Loans, the Base Rate shall be deemed to be not less than 2.00% per annum and (y) solely with respect to
the Revolving Credit Loans, the Base Rate shall be deemed to not be less than 0.00% per annum. If the Administrative Agent shall
have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds
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 Base Rate shall be determined without regard to clause (a) of the preceding sentence
until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime
Rate, the Federal Funds Rate or the Eurocurrency Rate shall be effective on the effective date of such change in the Prime Rate,
the Federal Funds Rate or the Eurocurrency Rate, as the case may be.


 




    	 	6	 



     


    

 


“Base
Rate Loan” means a Loan denominated in Dollars that bears interest based on the Base Rate.


 


“Borrower”
has the meaning set forth in the introductory paragraph to this Agreement.


 


“Borrower
Materials” has the meaning set forth in Section 6.02.


 


“Borrower
Offer of Specified Discount Prepayment” means the offer by any Company Party to make a voluntary prepayment of Term Loans
at a Specified Discount to par pursuant to Section 2.05(a)(v)(B).


 


“Borrower
Solicitation of Discount Range Prepayment Offers” means the solicitation by any Company Party of offers for, and the
corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant
to Section 2.05(a)(v)(C).


 


“Borrower
Solicitation of Discounted Prepayment Offers” means the solicitation by any Company Party of offers for, and the subsequent
acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).


 


“Borrowing”
means a Revolving Credit Borrowing or a Term Borrowing of a particular Class, as the context may require.


 


“Bridge
Loan Agreement” means the Loan Agreement, dated as of the Closing Date, by and among the Borrower, Holdings, the subsidiary
guarantors party from time to time party thereto, the lenders from time to time party thereto, Deutsche Bank AG New York Branch,
as administrative agent, and the other parties thereto from time to time.


 


“Business
Day” means (a) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or the Grand-Duchy of
Luxembourg, and (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements,
settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan, means a day on which dealings in deposits are conducted by and between
banks in the applicable London interbank market, and (c) with respect to any Letter of Credit denominated in an Alternate Currency,
the term “Business Day” shall also exclude (i) any day that is not a Target Settlement Day and (ii) any day on which
dealings in deposits in the applicable Alternate Currency are not carried out on the London interbank market.


 


“Capital
Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events all amounts expended or capitalized under Capitalized Leases) by Holdings and its Restricted Subsidiaries
during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated
statement of cash flows of Holdings and its Restricted Subsidiaries.


 


“Capitalized
Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases;
provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof
accounted for as a liability on a balance sheet in accordance with GAAP; provided, further, that for purposes of
calculations made


 




    	 	7	 



     


    

 


pursuant to the
terms of this Agreement, GAAP will be deemed to treat leases in a manner consistent with its current treatment under generally
accepted accounting principles as of the Closing Date, notwithstanding any modifications or interpretive changes thereto that may
occur thereafter.


 


“Capitalized
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a Capitalized Lease; provided that any obligations of Holdings or its Restricted Subsidiaries either existing on the
Closing Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance
sheet of Holdings as capital lease obligations and (ii) that are subsequently recharacterized as capital lease obligations or indebtedness
due to a change in accounting treatment or otherwise, shall for all purposes under this Agreement (including, without limitation,
the calculation of Consolidated Net Income and Consolidated EBITDA) not be treated as capital lease obligations, Capitalized Lease
Obligations or Indebtedness.


 


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


 


“Cash
Collateral” has the meaning set forth in Section 2.03(g).


 


“Cash
Collateral Account” means a blocked account at a commercial bank specified by the Administrative Agent in the name of
the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner
reasonably satisfactory to the Administrative Agent.


 


“Cash
Collateralize” has the meaning set forth in Section 2.03(g).


 


“Cash
Collateralized Letters of Credit” means the existing letters of credit set forth on Part I of Schedule 2.03 and
any other letter of credit designated as a “Cash Collateralized Letter of Credit” pursuant to the last sentence of
Section 2.03(a)(i).


 


“Cash
Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any Restricted Subsidiary:


 


(1) Dollars;


 


(2) such local
currencies held by Holdings or any Restricted Subsidiary from time to time in the ordinary course of business;


 


(3) securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality
thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities
of 24 months or less from the date of acquisition;


 


(4) certificates
of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand
deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any
domestic or foreign


 




    	 	8	 



     


    

 


commercial bank
having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 in the case of non-U.S. banks;


 


(5) repurchase
obligations for underlying securities of the types described in clauses (3), (4), (7) and (8) entered into with any financial
institution or recognized securities dealer meeting the qualifications specified in clause (4) above;


 


(6) commercial
paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical
rating agency) and in each case maturing within 24 months after the date of creation thereof;


 


(7) marketable
short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency);


 


(8) readily marketable
direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority
thereof having an investment grade rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities
of 24 months or less from the date of acquisition;


 


(9) readily marketable
direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case
having an investment grade rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall
be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities
of 24 months or less from the date of acquisition;


 


(10) Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor
S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency);


 


(11) securities
with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution
or recognized securities dealer meeting the qualifications specified in clause (4) above;


 


(12) Indebtedness
or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from
Moody’s with maturities of 24 months or less from the date of acquisition; and


 


(13) investment
funds investing at least 90% of their assets in securities of the types described in clauses (1) through (12) above.


 


In the case of
Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States
of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through
(8) and clauses (10), (11), (12) and (13) above of foreign obligors, which Investments or obligors (or the parents
of such


 




    	 	9	 



     


    

 


obligors) have
ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments
utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management
in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph.


 


Notwithstanding
the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and
(2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly
as practicable and in any event within ten (10) Business Days following the receipt of such amounts.


 


For
the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for
all purposes regardless of the treatment of such items under GAAP.


 


“Casualty
Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds
or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace
or repair such equipment, fixed assets or real property.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as subsequently amended, and the regulations
promulgated thereunder.


 


“Change
of Control” shall be deemed to occur if:


 


(a)          at
any time after the Parent IPO, any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange
Act as in effect on the Closing Date) shall have acquired beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act) of 35% or more on a fully diluted basis of the voting interest in Parent’s Equity Interests;


 


(b)          at
any time prior to the Parent IPO, (i) any combination of the Permitted Holders shall fail to own beneficially (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, more than a majority, on a fully diluted basis, of the then
issued and outstanding voting shares of Parent or (ii) any person or “group” (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act as in effect on the Closing Date) that is not controlled by the Permitted Holdings (or any such “group”
in which the Permitted Holders own less than a majority of the then issued and outstanding voting shares of Parent determined without
giving effect to the existence of such “group”) shall have acquired beneficial ownership (as defined in Rules 13(d)-3
and 13(d)-5 under the Exchange Act) of a greater percentage, on a fully diluted basis, of the then issued and outstanding voting
shares of Parent than the percentage owned, directly or indirectly, beneficially by the Permitted Holders;


 


(c)          a
“change of control” (or similar event) shall occur under any Indebtedness for borrowed money of Holdings and its Restricted
Subsidiaries with an aggregate outstanding principal amount in excess of the Threshold Amount;


 


(d)          Parent
shall cease to own directly or indirectly 100% of the Equity Interests of Holdings; or


 




    	 	10	 



     


    

 


(e)          Holdings
shall cease to own directly or indirectly 100% of the Equity Interests of the Borrower.


 


For
the avoidance of doubt, a Change of Control shall not be deemed to have occurred in connection with the Parent IPO.


 


“Class”
(a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class
of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments,
Extended Revolving Credit Commitments of a given Extension Series, Revolving Commitment Increases, Other Revolving Credit Commitments,
Initial Term Commitments, Incremental Term Commitments or Refinancing Term Commitments of a given Refinancing Series and (c) when
used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving
Credit Loans, Revolving Credit Loans under Revolving Commitment Increases, Revolving Credit Loans under Extended Revolving Credit
Commitments of a given Extension Series, Revolving Credit Loans under Other Revolving Credit Commitments, Initial Term Loans, Incremental
Term Loans, Refinancing Term Loans of a given Refinancing Series or Extended Term Loans of a given Extension Series. Revolving
Credit Commitments, Incremental Revolving Credit Commitments, Extended Revolving Credit Commitments, Other Revolving Credit Commitments,
Initial Term Commitments, Incremental Term Commitments or Refinancing Term Commitments (and in each case, the Loans made pursuant
to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and,
in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in
the same Class. There shall be no more than an aggregate of three Classes of revolving credit facilities and five Classes of term
loan facilities under this Agreement.


 


“Closing
Date” means September 2, 2014, the first date on which all conditions precedent in Section 4.01 are satisfied or waived
in accordance with Section 10.03.


 


“Closing
Fees” means those fees required to be paid on the Closing Date.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
means (i) the “Collateral” as defined in the Security Agreement, (ii) all the “Collateral” or “Pledged
Assets” or similar term as defined in any other Collateral Document (including any Non US Collateral Document) and (iii)
any other assets pledged or in which a Lien is granted or purported to be granted, in each case, pursuant to any Collateral Document
(including any Non US Collateral Document).


 


“Collateral
Agent” means Goldman Sachs Bank USA, in its capacity as collateral agent or pledgee in its own name under any of the
Loan Documents, or any successor collateral agent.


 


“Collateral
and Guarantee Requirement” means, at any time, the requirement that:


 


(a)          the
Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section
4.01(a) or from time to time pursuant to Section 6.11 or Section 6.13, subject to the limitations and exceptions of this Agreement,
duly executed by each Loan Party party thereto;


 




    	 	11	 



     


    

 


(b)         all
Obligations shall have been unconditionally guaranteed pursuant to the Guaranty by (i) Holdings, (ii) each Intermediate Holding
Company, (iii) each US Business Holding Company, (iv) any Electing Guarantor, (v) each direct and indirect wholly-owned Restricted
Subsidiary of Holdings (other than any Excluded Subsidiary) organized in a Covered Jurisdiction;


 


(c)         
the Obligations and the Guaranty shall have been secured by a first-priority security interest in (i) all the Equity Interests
of the Borrower and each Guarantor, and (ii) all Equity Interests of each other Restricted Subsidiary (that is not an Excluded
Subsidiary) directly owned by any Loan Party, in each case, subject to exceptions and limitations otherwise set forth in this Agreement
and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);


 


(d)          the
Obligations and the Guaranty shall have been secured by a perfected security interest in, and Mortgages on, (i) in the case of
the Borrower and each US Guarantor, substantially all now owned or, in the case of real property, fee owned, or at any time hereafter
acquired tangible and intangible assets of each such Loan Party thereof (including Equity Interests, intercompany debt, accounts,
inventory, equipment, investment property, contract rights, intellectual property in the United States of America, other general
intangibles, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise
set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction) and (ii) in
the case of each other Loan Party, a pledge of (x) the applicable Equity Interests referred to in clause (c) above and (y) each
intercompany promissory note or similar debt instrument representing intercompany Indebtedness owed from a Restricted Subsidiary
of Holdings to the applicable Loan Party;


 


(e)          subject
to limitations and exceptions of this Agreement and the Collateral Documents, to the extent a security interest in and Mortgages
on any Material Real Property are required pursuant to clause (d) above or under Sections 6.11 or 6.13 (each, a “Mortgaged
Property”), the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged
Property duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed,
acknowledged and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in all
filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid
and subsisting perfected Lien (subject only to Liens described in clause (ii) below) on the property and/or rights described therein
in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees
have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that
if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage
shall be limited to 100% of the fair market value of the property at the time the Mortgage is entered into if such limitation results
in such mortgage tax being calculated based upon such fair market value), (ii) fully paid American Land Title Association Lender’s
policies of title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the
Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective
successors and assigns (the “Mortgage Policies”) issued by a nationally recognized title insurance company reasonably
acceptable to the Administrative Agent in


 




    	 	12	 



     


    

 


form
and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 100% of the fair market value of
the real properties covered thereby), insuring the Mortgages to be valid subsisting first priority Liens on the property described
therein, free and clear of all Liens other than Liens permitted pursuant to Section 7.01 and other Liens reasonably acceptable
to the Administrative Agent, each of which shall (A) to the extent reasonably necessary, include such coinsurance and reinsurance
arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to the Collateral Agent,
(B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies
which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount),
and (C) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including endorsements
on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, non-imputation, public road access,
variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive
coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction at commercially
reasonable rates), (iii) opinions of local counsel to the Loan Parties in states in which the Mortgaged Properties are located,
with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably
satisfactory to the Administrative Agent and (iv) no later than three Business Days prior to the date on which a Mortgage is executed
and delivered pursuant to this Agreement, a completed “life of the loan” Federal Emergency Management Agency Standard
Flood Hazard Determination with respect to each Mortgaged Property on which any “building” (as defined in the Flood
Insurance Laws) is located, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance
as and to the extent required under Section 6.07 hereof. Notwithstanding the foregoing, the Administrative Agent shall not enter
into any Mortgage in respect of any real property acquired by the Borrower or any other Loan Party after the Amendment No. 4 Effective
Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered
electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third
party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable
Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage
is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice
is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which
such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written
confirmation from the Lenders the that flood insurance due diligence and flood insurance compliance has been completed by the Lenders
(such written confirmation not to be unreasonably conditioned, withheld or delayed); and


 


(f)          after
the Closing Date, each Restricted Subsidiary of Holdings that is not then a Guarantor and not an Excluded Subsidiary shall become
a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Sections 6.11 or 6.13 and a party
to the Collateral Documents in accordance with Section 6.11; provided that notwithstanding the foregoing provisions, any
Subsidiary of Holdings that Guarantees (or is the borrower or issuer with respect to) the Unsecured Bridge Loans or any Junior
Financing or any Permitted Refinancing of any of the foregoing shall be a Guarantor hereunder for so long as it Guarantees such
Indebtedness.


 




    	 	13	 



     


    

 


Notwithstanding
the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:


 


(A)         the
foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security
interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, (i) [reserved], (ii)
other than in the case of Holdings, the Borrower, the Intermediate Holding Companies, the US Business Holding Companies, any Electing
Guarantors and any Restricted Subsidiary organized under the laws of a Covered Jurisdiction, any property or assets owned by any
Foreign Subsidiary or an Unrestricted Subsidiary, (iii) any lease, license or agreement or any property subject to a purchase money
security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate
such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto
after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Law, other
than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code
or other applicable Law notwithstanding such prohibition, (iv) any interest in fee-owned real property other than Material Real
Properties (it being understood that no action shall be required with respect to creation or perfection of security interests with
respect to such leases, including to obtain landlord waivers, estoppels or collateral access letters), (v) Excluded Contracts,
Excluded Equipment and any interest in leased real property (including any requirement to deliver landlord waivers, estoppels and
collateral access letters), (vi) motor vehicles and other assets subject to certificates of title except to the extent perfection
of a security interest therein may be accomplished by filing of financing statements in appropriate form in the applicable jurisdiction
under the Uniform Commercial Code, (vii) Margin Stock and Equity Interests of any Person other than wholly-owned Subsidiaries that
are Restricted Subsidiaries, (viii) any trademark application filed in the United States Patent and Trademark Office on the basis
of the Borrower’s or any Guarantor’s “intent to use” such mark and for which a form evidencing use of the
mark has not yet been filed with the United States Patent and Trademark Office, to the extent that granting a security interest
in such trademark application prior to such filing would impair the enforceability or validity of such trademark application or
any registration that issues therefrom under applicable federal Law, (ix) the creation or perfection of pledges of, or security
interests in, any property or assets that would result in material adverse tax consequences to Holdings, any Intermediate Holding
Company and any Restricted Subsidiaries of Holdings, as determined in the reasonable judgment of the Borrower in consultation with
the Administrative Agent and communicated in writing delivered to the Collateral Agent, (x) any governmental licenses or state
or local franchises, charters and authorizations, to the extent a security in any such license, franchise, charter or authorization
is prohibited or restricted thereby after giving effect to the Uniform Commercial Code and other applicable Law, (xi) pledges and
security interests prohibited or restricted by applicable Law (including any requirement to obtain the consent of any governmental
authority or third party), (xii) all commercial tort claims in an amount less than $10,000,000 in the aggregate, (xiii) [reserved],
(xiv) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection
of the security interest in such other Collateral is accomplished solely by the filing of a Uniform Commercial Code financing statement
(or, in the case of Holdings or a Foreign Subsidiary that is a Loan Party, without additional Collateral Documents beyond those
otherwise required by this Agreement and the other Loan Documents) (it being understood that no actions shall be required to perfect
a security interest in letter of credit rights, other than the


 




    	 	14	 



     


    

 


filing of a Uniform Commercial
Code financing statement or analogous procedures in the jurisdiction of organization with respect to Foreign Subsidiary that is
a Loan Party), (xv) any particular assets if, in the reasonable judgment of the Administrative Agent and the Borrower, the burden,
cost or consequences of creating or perfecting such pledges or security interests in such assets or obtaining title insurance is
excessive in relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents, (xvi) [reserved], (xvii)
cash and cash equivalents, deposit and securities accounts (including securities entitlements and related assets and Permitted
Cash Collateral Arrangements) (in each case, other than (1) proceeds of Collateral as to which perfection may be accomplished solely
by the filing of a UCC financing statement (or, in the case of Holdings or a Foreign Subsidiary that is a Loan Party, without additional
Collateral Documents beyond those otherwise required by this Agreement and the other Loan Documents) and (2) Cash Collateral required
pursuant to the terms of this Agreement) and (xviii) proceeds from any and all of the foregoing assets described in clauses (i)
through (xvii) above to the extent such proceeds would otherwise be excluded pursuant to clauses (i) through (xvii) above;


 


(B)         (i)
the foregoing definition shall not require control agreements with respect to any cash, deposit accounts or securities accounts;
(ii) no actions in any non-U.S. jurisdiction other than with respect to a Covered Jurisdiction in the case of a Loan Party organized
in such jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests
in assets located or titled outside of a Covered Jurisdiction, or to perfect such security interests (it being understood that
there shall be no security agreements or pledge agreements, or share charge (or mortgage) agreements governed under the laws of
any jurisdiction other than a Covered Jurisdiction) and (iii) except to the extent that perfection and priority may be achieved
by the filing of a financing statement under the Uniform Commercial Code (or analogous procedures or delivery of customary notices
and acknowledgments under the applicable laws of a Covered Jurisdiction) with respect to the Borrower or a Guarantor or delivery
of possessory Collateral required to be delivered pursuant to the Collateral Documents, the Loan Documents shall not contain any
requirements as to perfection or priority with respect to any assets or property described in this clause (B);


 


(C)         the
Administrative Agent in its discretion may grant extensions of time for the creation or perfection of security interests in, and
Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions
beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines in writing,
in consultation with the Borrower, that the creation or perfection of security interests and Mortgages on, or obtaining of title
insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without
undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral
Documents;


 


(D)         Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and
limitations set forth in this Agreement and the Collateral Documents; and


 


(E)         general
statutory limitations, financial assistance, corporate benefit, capital maintenance rules, fraudulent preference, “thin capitalisation”
rules, retention of title claims and similar principles may limit the ability of a Foreign Subsidiary to provide a Guaranty or
Collateral or may require that the Guaranty or


 




    	 	15	 



     


    

 


Collateral
be limited by an amount or otherwise, in each case as reasonably determined by the Borrower and the Administrative Agent.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, in the case of
the Borrower or any Non-US Guarantor as of the Closing Date, each of the collateral documents set forth on Part II of Schedule
1.01B hereto (collectively with the Holdings Pledge Agreement and any Collateral Documents governed by Laws other than the
United States or any subdivision thereof entered into after the Closing Date, the “Non-US Collateral Documents”),
each of the Mortgages, the Holdings Pledge Agreement, collateral assignments, security agreements, pledge agreements, intellectual
property security agreements or other similar agreements delivered to the Administrative Agent or the Collateral Agent pursuant
to Section 4.01, Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports
to create a Lien in favor of the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties.


 


“Commitment”
means a Revolving Credit Commitment, Incremental Revolving Credit Commitment, Extended Revolving Credit Commitment of a given Extension
Series, Other Revolving Credit Commitment of a given Refinancing Series, Initial Term Commitment, Incremental Term Commitment or
Refinancing Term Commitment of a given Refinancing Series as the context may require.


 


“Committed
Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit
A.


 


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


 


“Company
Parties” means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company
Party” means any one of them.


 


“Compensation
Period” has the meaning set forth in Section 2.12(c)(ii).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit E-1.


 


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


 


(1)
increased (without duplication) by the following, in each case (other than with respect to clauses (h) and (k)) to the extent
deducted (and not added back) in determining Consolidated Net Income for such period:


 


(a)
provision for taxes based on income, profits or capital gains of Holdings and the Restricted Subsidiaries, including, without limitation,
federal, state, franchise and similar taxes (such as the Delaware franchise tax) and foreign withholding taxes (including any future
taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such
taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to clauses (1) through
(15) of the definition of “Consolidated Net Income”; plus 


 




    	 	16	 



     


    

 


(b)
Fixed Charges for such period (including (x) net losses on Swap Obligations or other derivative instruments entered into for
the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection
with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(q) through
(y) in the definition thereof); plus 


 


(c)
the total amount of depreciation and amortization expense and capitalized fees related to any Qualified Securitization Financing
of Holdings or any of its Subsidiaries, including the amortization of intangible assets, deferred financing costs, debt issuance
costs, commissions, fees and expenses and Capitalized Software Expenditures of Holdings and its Restricted Subsidiaries for such
period on a consolidated basis and otherwise determined in accordance with GAAP; plus


 


(d)
the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses including any such
charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights,
retention charges (including charges or expenses in respect of incentive plans), costs and expenses for Permitted Tax Restructurings,
start-up or initial costs for any project or new production line, division or new line of business or other business optimization
expenses or reserves including, without limitation, data center consolidation initiatives, severance costs, costs relating
to initiatives aimed at profitability improvement, costs or reserves associated with improvements
to IT and accounting functions, integration and facilities opening costs or any one-time costs incurred in connection with acquisitions
and investments and costs related to the closure and/or consolidation of facilities; plus 


 


(e)
any other non-cash charges, including any non cash write-offs or write-downs reducing Consolidated Net Income for such period (provided
that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) Holdings
may elect not to add back such non-cash charge in the current period and (B) to the extent Holdings elects to add back such
non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such
extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 


 


(f)
the amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority
equity interests of third parties in any non-wholly owned Subsidiary; plus 


 


(g)
the amount of management, monitoring, consulting, advisory fees and other fees (including termination fees) and indemnities and
expenses paid or accrued in such period under the Management Agreement (and related agreements or arrangements) or otherwise to
the Specified Investors to the extent otherwise permitted under Section 7.08; plus 


 


(h)
the amount of cost savings, operating expense reductions and synergies (x) related to the Transactions projected by Holdings
in good faith to result, from actions that have been taken or with respect to which substantial


 




    	 	17	 



     


    

 


steps have been taken or are
expected to be taken (in the good faith determination of Holdings), within 24 months after the Closing Date, or (y) related to
mergers and other business combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar
initiatives consummated after the Closing Date projected by Holdings in good faith to result, from actions that have been taken
or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of Holdings),
within 24 months after a merger or other business combination, acquisition or divestiture is consummated or generated by actions
(including restructurings, cost savings initiatives and other similar initiatives) that have been taken or with respect to which
substantial steps have been taken or are expected to be taken (in the good faith determination of Holdings), projected by Holdings
in good faith to result within 24 months after such actions are consummated, in each case, calculated on a pro forma basis as though
such cost savings, operating expense reductions, and synergies had been realized on the first day of such period, as if such cost
savings, operating expense reductions and synergies were realized during the entirety of such period, net of the amount of actual
benefits realized during such period from such actions; provided that (A) such cost savings, operating expense reductions
and synergies are reasonably identifiable and factually supportable in the good faith judgment of Holdings and (B) no cost savings,
operating expense reductions and synergies shall be added pursuant to this clause (viii) to the extent duplicative of any expenses
or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period
or any period; plus 


 


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


 


(j)
any costs or expense incurred by Holdings or a 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 cost or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance
of Equity Interest of Holdings (other than Disqualified Equity Interest) solely to the extent that such net cash proceeds are excluded
from the calculation of Cumulative Credit; 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 net loss from disposed, abandoned or discontinued operations; plus


 


(m)
100% of the increase in Deferred Revenue as of the end of such period from Deferred Revenue as of the beginning of such period
(or minus 100% of any such decrease); plus


 




    	 	18	 



     


    

 


 


(n)
amortization of development advance payments which were made with the objective of increasing the number of clients, or improving
customer loyalty; plus;


 


(o)
[reserved]; plus


 


(p)
the amount of net cost savings and net cash flow effect of revenue enhancements related to New Contracts projected by Holdings
in good faith to be realized as a result of specified actions taken or to be taken prior to or during such period (which cost savings
or revenue enhancements shall be subject only to certification by management of Holdings and shall be calculated on a Pro Forma
Basis as though such cost savings or revenue enhancements 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 (A) such cost savings or revenue enhancements
are reasonably identifiable and factually supportable, (B) such actions have been taken or are to be taken within 12 months after
the date of determination to take such action and (C) no cost savings or revenue enhancements shall be added pursuant to this clause
(p) to the extent duplicative of any expenses or charges relating to such cost savings or revenue enhancements that are included
in clause (d) above with respect to such period; provided that the aggregate amount of add backs made relating to New Contracts
in respect of which no revenues have been received during such period pursuant to this clause (p) shall not exceed an amount equal
to 5% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination
date (without giving effect to any adjustments pursuant to this clause (p)), 


 


(2)
decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for
such period:


 


(a)
non-cash gains increasing Consolidated Net Income of Holdings 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)
any net income from disposed, abandoned or discontinued operations.


 


There shall be included in determining
Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired
by Holdings or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business
or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by Holdings or
such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed
of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted
into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual
Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof
occurring prior to such acquisition or


 




    	 	19	 



     


    

 


conversion) and (B) for the purposes
of the definition of the term “Permitted Acquisition”, compliance with the covenant set forth in Section 7.11 and the
calculation of Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage
Ratio and Fixed Charge Coverage Ratio, but without limiting the adjustments included in the definition of Consolidated EBITDA,
an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such
Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in
a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded
in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an
Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if
such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations,
only when and to the extent such operations are actually disposed of) by Holdings or any Restricted Subsidiary during such period
(each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the
Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted
Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted
Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition or conversion).


 


Notwithstanding
anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period
that includes any of the fiscal quarters ended September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014, Consolidated
EBITDA for such fiscal quarters shall be $128,000,000, $109,000,000, $151,000,000 and $146,000,000, respectively, in each case,
as may be subject to any adjustment set forth in the immediately preceding paragraph for the applicable Test Period with respect
to any acquisitions, dispositions or conversions occurring after the Closing Date.


 


“Consolidated
First Lien Net Debt” means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of Holdings or
any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on property or assets of Holdings
or any Restricted Subsidiary and (ii) the portion of Indebtedness of Holdings or any Restricted Subsidiary included in Consolidated
Total Net Debt that is secured by Liens on property or assets of Holdings or any Restricted Subsidiary, which Liens are expressly
subordinated or junior to the Liens securing the Obligations or any Permitted First Priority Credit Agreement Refinancing Debt.


 


“Consolidated
First Lien Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net
Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.


 


“Consolidated
Interest Expense” means, for any period:


 


(1) the sum,
without duplication, of consolidated interest expense of Holdings 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 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, (c) non-cash interest payments (but excluding any
non-cash interest expense attributable to the movement in the mark to market valuation of Swap Obligations or other derivative
instruments pursuant to GAAP), (d) the


 




    	 	20	 



     


    

 


interest component
of Capitalized Lease Obligations, and (e) net payments, if any made (less net payments, if any, received), pursuant to interest
rate Swap Obligations with respect to Indebtedness, and excluding (f) costs associated with obtaining Swap Obligations, (g) any
expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or,
if applicable, purchase accounting in connection with the Transactions or any acquisition, (h) penalties and interest relating
to taxes, (i)  any “additional interest” or “liquidated damages” with respect to other securities
for failure to timely comply with registration rights obligations, (j) amortization or expensing of deferred financing fees,
amendment and consent fees, debt issuance costs, commissions, fees and expenses and discounted liabilities, (k) any expensing
of bridge, commitment and other financing fees and any other fees related to the Transactions or any acquisitions after the Closing
Date, (l) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified
Securitization Financing and (m) any accretion of accrued interest on discounted liabilities and any prepayment premium or
penalty); plus


 


(2) consolidated
capitalized interest of Holdings and its Restricted Subsidiaries for such period, whether paid or accrued; less


 


(3) interest
income of Holdings and its Restricted Subsidiaries for such period.


 


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


 


“Consolidated
Net Income” means, for any period, the net income (loss) of Holdings and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided, however, that, without duplication,


 


(1) any after-tax
effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto), charges or expenses
(including relating to any multi-year strategic initiatives), Transaction Expenses, restructuring and duplicative running costs,
relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation
charges, costs and expenses for Permitted Tax Restructurings, costs relating to pre-opening and opening costs for facilities, signing,
retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs, costs incurred
in connection with acquisitions and non-recurring product and intellectual property development, other business optimization expenses
(including costs and expenses relating to business optimization programs and new systems design, retention charges, system establishment
costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments
or modifications to pension and post-retirement employee benefit plans shall be excluded;


 


(2) the cumulative
effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during
such period shall be excluded;


 


(3) any net after-tax
effect of gains or losses on disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable,
shall be excluded;


 


(4) any net after-tax
effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions (including,
for the avoidance of doubt, bulk subscriber


 




    	 	21	 



     


    

 


contract sales)
or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business
shall be excluded;


 


(5) the net income
for such period of any Person that is not a Subsidiary of Holdings, or is an Unrestricted Subsidiary, or that is accounted for
by the equity method of accounting shall be excluded; provided that Consolidated Net Income of Holdings shall be increased
by the amount of dividends or distributions or other payments (other than Excluded Contributions) that are actually paid in cash
(or to the extent converted into cash) to Holdings or a Restricted Subsidiary thereof in respect of such period;


 


(6) the net income
for such period of any Restricted Subsidiary (other than the Borrower or any Guarantor) shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date
of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by
the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions in this Agreement), unless such
restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that the
Consolidated Net Income of Holdings and its Restricted Subsidiaries will be increased by the amount of dividends or other distributions
or other payments actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to Holdings or a Restricted
Subsidiary thereof in respect of such period, to the extent not already included therein (other than Excluded Contributions);


 


(7) effects of
adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in Holdings’
consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation
policy methods, including changes in capitalization of variances), property and equipment, software, goodwill, intangible assets,
in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization
accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition or joint
venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded;


 


(8) any after-tax
effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Swap Obligations or (iii) other
derivative instruments shall be excluded;


 


(9) any impairment
charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible
assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result
of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP
shall be excluded;


 


(10) any equity-based
or non-cash compensation charge or expense including any such charge or expense arising from grants of stock appreciation or similar
rights, stock options, restricted stock, profits interests or other rights or equity or equity-based incentive programs (“equity
incentives”), any one-time cash charges associated with the equity incentives or other long-term incentive compensation plans,
roll-over, acceleration, or payout of Equity Interests by management, other employees or business partners of Holdings or any of
its direct or indirect parent companies, shall be excluded;


 




    	 	22	 



     


    

 


(11) any fees,
expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
recapitalization, investment, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related
to the offering and issuance of the Unsecured Bridge Loans and other securities and the syndication and incurrence of any Facility),
issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment
or other modification of the Unsecured Bridge Loans and other securities and any Facility) and including, in each case, any such
transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed, and any charges
or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful
or consummated (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with
Financial Accounting Standards Board Accounting Standards Codification 805), shall be excluded;


 


(12) accruals
and reserves that are established or adjusted within 12 months after the Closing Date that are so required to be established or
adjusted as a result of the Transactions (or within twenty four months after the closing of any acquisition that are so required
to be established as a result of such acquisition) in accordance with GAAP or changes as a result of modifications of accounting
policies shall be excluded; provided that amounts paid in respect of such accruals and reserves shall be deducted from Consolidated
Net Income when paid in cash;


 


(13) any expenses,
charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as Holdings has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only
to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of
any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded;


 


(14) any non-cash
compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock
Compensation, shall be excluded;


 


(15) the following
items shall be excluded:


 


(a) any net unrealized
gain or loss (after any offset) resulting in such period from Swap Obligations and the application of Accounting Standards Codification
Topic No. 815, Derivatives and Hedging,


 


(b) any net unrealized
gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency
remeasurements of Indebtedness (including any net loss or gain resulting from Swap Obligations for currency exchange risk) and
any other foreign currency translation gains and losses, to the extent such gain or losses are non-cash items,


 


(c) any adjustments
resulting for the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation,


 


(d) effects of
adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for
returns, rebates and other chargebacks, and


 




    	 	23	 



     


    

 


(e) earn-out
and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof
and purchase price adjustments; and


 


(16) [reserved];
and


 


(17) if such
Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period
or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in respect
of such period in accordance with Section 7.06(i)(iii) shall be included in calculating Consolidated Net Income as though such
amounts had been paid as taxes directly by such Person for such period.


 


In addition,
to the extent not already included in the Consolidated Net Income of Holdings and its Restricted Subsidiaries, notwithstanding
anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business
interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement
provisions in connection with any acquisition, investment or any sale, conveyance, transfer or other disposition of assets permitted
under this Agreement to the extent such expenses and charges reduced Consolidated Net Income.


 


“Consolidated
Secured Net Debt” means Consolidated Total Net Debt minus the sum of the portion of Indebtedness of Holdings or any Restricted
Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on property or assets of Holdings or any Restricted
Subsidiary.


 


“Consolidated
Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Net Debt
as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.


 


“Consolidated
Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount of (i) Indebtedness of Holdings
and its Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of
such date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting
from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition), consisting of Indebtedness
for borrowed money plus (ii) purchase money indebtedness, Attributable Indebtedness and debt obligations evidenced by promissory
notes, bonds, debentures, loan agreements or similar instruments, and debt obligations evidenced by promissory notes, bonds, debentures,
loan agreements or similar instruments, minus (b) the aggregate amount of all (i) unrestricted cash and Cash Equivalents
on the balance sheet of Holdings and its Restricted Subsidiaries as of such date and (ii) the aggregate amount of all Restricted
Cash; provided that Consolidated Total Net Debt shall not include Indebtedness (i) in respect of letters of credit, except
to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit
shall not be counted as Consolidated Total Net Debt until three Business Days after such amount is drawn and (ii) of Unrestricted
Subsidiaries; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated
Total Net Debt.


 


“Consolidated
Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as
of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.


 




    	 	24	 



     


    

 


“Consolidated
Working Capital” means, with respect to Holdings and its Restricted Subsidiaries on a consolidated basis at any date
of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided
that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets
or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable,
between current and noncurrent or (b) the effects of purchase accounting.


 


“Contract
Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”


 


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


 


“Control”
has the meaning set forth in the definition of “Affiliate.”


 


“Converted
Restricted Subsidiary” has the meaning set forth in the definition of “Consolidated EBITDA.”


 


“Converted
Initial Term Loans” has the meaning set forth in Section 2.01(c)(i).


 


“Converted
Term B Loans” has the meaning set forth in Section 2.01(d)(i).


 


“Converted
Unrestricted Subsidiary” has the meaning set forth in the definition of “Consolidated EBITDA.”


 


“Corporate
Rating” means (a) Holdings’ public corporate credit rating from S&P, and (b) Holdings’ public corporate
family rating from Moody’s.


 


“Covered
Jurisdiction” means each of (a) the United States (any state thereof or the District of Columbia), (b) the United Kingdom,
(c) Bermuda, (d) Gibraltar, (e) Luxembourg, (f) any jurisdiction in which any Intermediate Holding Company is organized and (g)
to the extent the Borrower or any Guarantor (or Person that would otherwise be required to become a Guarantor) is reorganized or
formed in a new jurisdiction in connection with a Permitted Tax Restructuring, such jurisdiction or organization or reorganization
unless such Person would otherwise constitute an Excluded Subsidiary.


 


“Credit
Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority
Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness incurred pursuant to a Refinancing Amendment,
in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness)
in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans and Revolving
Credit Loans (or Revolving Credit Commitments), or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced
Debt”); provided that (i) such Indebtedness has a maturity no earlier, and, in the case of Refinancing Term Loans,
a Weighted Average Life to Maturity equal to or greater, than the Refinanced Debt, (ii) such Indebtedness shall not have a greater
principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties
thereon and reasonable


 




    	 	25	 



     


    

 


fees and expenses
associated with the refinancing, (iii) the covenants and events of default are, in the good faith determination of the Borrower,
not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default applicable to the
Refinanced Debt being refinanced (except for covenants or events of default applicable only to periods after the Latest Maturity
Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to
the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably
detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto,
stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this
clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent
notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description
of the basis upon which it disagrees)) unless the Lenders of the Term Loans receive the benefit of such more restrictive terms
(it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Credit Agreement
Refinancing Indebtedness, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such
financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of
any corresponding existing Facility), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied
and discharged, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments
thereunder terminated, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.


 


“Credit
Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Cumulative
Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to,
without duplication:


 


(a)          $25,000,000;
plus


 


(b)          an
amount (which shall not be less than zero) equal to 50% of Consolidated Net Income for the period from the first day of the fiscal
quarter of Holdings during which the Closing Date occurred to and including the last day of the most recently ended fiscal quarter
of Holdings for which internal consolidated financial statements of Holdings are available (or, in the case such Consolidated Net
Income for such period is in deficit, minus 100% of such deficit), plus


 


(c)          to
the extent not otherwise reflected in Consolidated Net Income, the cumulative amount of the cash and Cash Equivalent proceeds (other
than Excluded Contributions) from (i) the sale of Equity Interests (other than any Disqualified Equity Interests and other than
any Designated Equity Contribution) of Holdings or any direct or indirect parent of Holdings after the Closing Date and on or prior
to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital
of the Borrower, (ii) the common Equity Interests of Holdings or any direct or indirect parent of Holdings (other than Disqualified
Equity Interests of the Borrower and other than any Designated Equity Contribution) issued upon conversion of Indebtedness (other
than Indebtedness that is contractually subordinated to the Obligations) of Holdings or any Restricted Subsidiary of Holdings owed
to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, in each case, not previously applied for a purpose


 




    	 	26	 



     


    

 


other
than use in the Cumulative Credit (including, for the avoidance of doubt, for the purposes of Section 7.03(m)(ii) or to repay or
redeem any Unsecured Bridge Loans or to make a mandatory prepayment pursuant to Section 2.05(b)(iv)); plus


 


(d)          to
the extent not otherwise reflected in Consolidated Net Income, 100% of the aggregate amount of contributions to the common capital
(other than from a Restricted Subsidiary and other than any Designated Equity Contribution) of Holdings received in cash and Cash
Equivalents after the Closing Date (other than Excluded Contributions), in each case, not previously applied for a purpose other
than use in the Cumulative Credit (including, for the avoidance of doubt, for the purposes of Section 7.03(m)(ii) or to repay or
redeem any Unsecured Bridge Loans or to make a mandatory prepayment pursuant to Section 2.05(b)(iv)); plus


 


(e)          100%
of the aggregate amount received by Holdings or any Restricted Subsidiary of Holdings in cash and Cash Equivalents from:


 


(A)         the
sale (other than to Holdings or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or any minority
investments, or


 


(B)         any
dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority investment (except to the extent
increasing Consolidated Net Income and excluding Excluded Contributions), or


 


(C)         any
interest, returns of principal payments and similar payments by an Unrestricted Subsidiary or received in respect of any minority
investments (except to the extent increasing Consolidated Net Income), plus


 


(f)          in
the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated
with or into, or transfers or conveys its assets to, or is liquidated into, Holdings or a Restricted Subsidiary, the fair market
value of the Investments of Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation,
combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made
pursuant to Section 7.02(n)(y), plus


 


(g)          to
the extent not already included in Consolidated Net Income, an amount equal to any returns in cash and Cash Equivalents (including
dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received
by Holdings or any Restricted Subsidiary in respect of any Investments made pursuant to Section 7.02(n)(y); plus


 


(h)
        the amount of any Declined Proceeds to the extent not applied to make a mandatory prepayment of any Unsecured Bridge Loans;
minus


 


(i)          any
amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(n)(y) after the Closing Date and prior to such
time, minus


 




    	 	27	 



     


    

 


(j)          any
amount of the Cumulative Credit used to pay dividends or make distributions pursuant to Section 7.06(h)(y) after the Closing Date
and prior to such time, minus


 


(k)          any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings pursuant to Section
7.13(a) after the Closing Date and prior to such time.


 


“Current
Assets” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination,
all assets (other than cash and Cash Equivalents) of Holdings and the Restricted Subsidiaries that would, in accordance with GAAP,
be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current assets at such date of determination,
other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted)
to third parties, pension assets, deferred bank fees and derivative financial instruments).


 


“Current
Liabilities” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination,
all liabilities of Holdings and the Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated
balance sheet of Holdings and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a)
the current portion of any Indebtedness, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense
that is past due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs
or expenses related to restructuring reserves, and (e) any Revolving Credit Exposure or Revolving Credit Loans.


 


“Debt
Fund Affiliate” means any Affiliate of Holdings that is a bona fide debt fund, financial institution or an investment
vehicle or managed account that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds
and similar extensions of credit in the ordinary course.


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United States 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,
including in case of the Borrower (a) a winding-up, administration or dissolution including, without limitation, bankruptcy (faillite),
insolvency, voluntary or involuntary liquidation, composition with creditors (concordat préventif de faillite), moratorium
or reprieve from payment (sursis de paiement), controlled management (gestion controlee), fraudulent conveyance (action
paulienne), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and/or
(b) a receiver, administrative receiver, administrator, trustee, custodian, sequestrator, conservator or similar officer being
appointed, including, without limitation, a juge délégué, commissaire, juge-commissaire,
mandataire ad hoc, administrateur provisoire, liquidateur or curateur.


 


“Declined
Proceeds” has the meaning set forth in Section 2.05(b)(ix).


 


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


 




    	 	28	 



     


    

 


“Default
Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Revolving
Credit Loans that are Base Rate Loans plus (c) 2.0% per annum; provided that with respect to the overdue principal or interest
in respect of a Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise
applicable to such Loan, plus 2.0% per annum, in each case to the fullest extent permitted by applicable Laws.


 


“Defaulting
Lender” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the
definition of “Lender Default.”


 


“Deferred
Revenue” means the amount of long or short term deferred revenue of Holdings and its Restricted Subsidiaries, on a consolidated
basis, determined in accordance with GAAP.


 


“Designated
Equity Contribution” has the meaning set forth in Section 8.05(a).


 


“Discount
Prepayment Accepting Lender” has the meaning set forth in Section 2.05(a)(v)(B)(2).


 


“Discount
Range” has the meaning set forth in Section 2.05(a)(v)(C)(1).


 


“Discount
Range Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1).


 


“Discount
Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant
to Section 2.05(a)(v)(C) substantially in the form of Exhibit M-2.


 


“Discount
Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit M-3,
submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment
Notice.


 


“Discount
Range Prepayment Response Date” has the meaning set forth in Section 2.05(a)(v)(C)(1).


 


“Discount
Range Proration” has the meaning set forth in Section 2.05(a)(v)(C)(3).


 


“Discounted
Prepayment Determination Date” has the meaning set forth in Section 2.05(a)(v)(D)(3).


 


“Discounted
Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation
of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the
Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment
Response Date, as applicable, in accordance with Section 2.05(a)(v)(B)(1), Section 2.05(a)(v)(C)(1) or Section 2.05(a)(v)(D)(1),
respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.


 


“Discounted
Term Loan Prepayment” has the meaning set forth in Section 2.05(a)(v)(A).


 




    	 	29	 



     


    

 


“Disposed
EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the
amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to Holdings and the
Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component definitions used therein) were references
to such Sold Entity or Business and its Subsidiaries or such Converted Unrestricted Subsidiary and its Subsidiaries) or such Converted
Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted
Subsidiary.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any
sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims
associated therewith; provided that “Disposition” and “Dispose” shall not be deemed
to include any issuance by Holdings of any of its Equity Interests to another Person.


 


“Disqualified
Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests
into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is
mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except
as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of
control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued
and payable and the termination of the Commitments and the termination or expiration of all outstanding Letters of Credit (unless
the Outstanding Amount of the L/C Obligations related thereto and all Cash Collateralized Letters of Credit have been Cash Collateralized,
backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement
reasonably acceptable to the applicable L/C Issuer)), (b) is redeemable at the option of the holder thereof (other than solely
for Qualified Equity Interests and other than as a result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans
and all other Obligations that are accrued and payable and the termination of the Commitments and the expiration or termination
of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto and all Cash Collateralized
Letters of Credit have been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C
Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in whole or in part, (c)
provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness
or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one
(91) days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided that if such Equity
Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the
Borrower 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 Holdings or its Restricted Subsidiaries in order to satisfy
applicable statutory or regulatory obligations.


 


“Disqualified
Lenders” means (a) such Persons that have been specified in writing to the Administrative Agent prior to August 4, 2014,
as being “Disqualified Lenders” and made available to any Lender upon request and (b) any Person who is a bona fide
competitor identified in writing to the Administrative Agent prior to the date hereof, as such list of bona fide competitors may
be updated


 




    	 	30	 



     


    

 


by the Borrower
(by furnishing such updates to the Administrative Agent) from time to time thereafter, and (c) any Affiliate of each such Person
referred to in clause (a) or (b) that is identified in writing to the Administrative Agent from time to time and in each case,
any Affiliate of each such Person that is clearly identifiable on the basis of such Affiliate’s name (in each case, other
than bona fide fixed income investors or debt funds that are engaged in making, purchasing, holding or otherwise investing in commercial
loans, bonds and similar extensions of credit in the ordinary course of business).


 


“Distressed
Person” has the meaning set forth in the definition of “Lender-Related Distress Event.”


 


“Dollar”
and “$” mean lawful money of the United States.


 


“Dollar Equivalent”
means, at any time:


 


(1)
with respect to any Loan denominated in Dollars, the principal amount thereof then outstanding (or in which such participation
is held); and


 


(2)
with respect to any L/C Obligation, (i) if denominated in Dollars, the amount thereof and (ii) if denominated in an Approved Currency
other than Dollars, the amount thereof converted to Dollars in accordance with Section 1.10 and Section 2.03(p).


 


“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.


 


“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.


 


“Electing
Guarantor” means any Excluded Subsidiary that at the option, and in the sole discretion, of Holdings has been designated
as a Guarantor.


 


“Eligible
Assignee” has the meaning set forth in Section 10.07(a).


 


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


 


“Environmental
Laws” means any applicable Law relating to pollution, protection of the Environment and natural resources, pollutants,
contaminants, or chemicals or any toxic or otherwise


 




    	 	31	 



     


    

 


hazardous substances,
wastes or materials, or the protection of human health and safety as it relates to any of the foregoing, including any applicable
provisions of CERCLA.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation
and remediation, fines, penalties or indemnities), of or relating to the Loan Parties or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of, or liability under or relating to, any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the actual or alleged presence, 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.


 


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


 


“Equity
Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents
(however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants,
options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible
securities).


 


“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 a Loan Party or any Restricted
Subsidiary, 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) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted
Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a
Multiemployer Plan or a notification or determination that a Multiemployer Plan is in reorganization; (d) the filing by the PBGC
of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination
under Sections 4041 or 4041A of ERISA, respectively, or the commencement of proceedings by the PBGC to terminate a Pension Plan
or Multiemployer Plan; (e) appointment of a trustee to administer any Pension Plan or Multiemployer Plan; (f) with respect to a
Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302, 303 or 304 of ERISA,
whether or not waived; (g) any Foreign Benefit Event; or (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or
any ERISA Affiliate.


 


“Escrow
Transfer Date” means each date on which Cash Collateral supporting a Cash Collateralized Letter of Credit is transferred
into an escrow account that constitutes a Permitted Cash


 




    	 	32	 



     


    

 


Collateral Arrangement
and immediately following such transfer the applicable Cash Collateralized Letter of Credit is terminated.


 


“Eurocurrency
Rate” means, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or such comparable
or successor rate which is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
at approximately 11:00 a.m. (London time) on the date which is two Business Days prior to the beginning of such Interest Period
for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provision of this definition,
the “Eurocurrency Rate” shall be the interest rate per annum, determined by the Administrative Agent to be the average
of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London
interbank market in London, England at approximately 11:00 a.m. (London time) on the date which is two Business Days prior to the
beginning of such Interest Period; provided that (i) solely with respect to the Initial Term Loans, Term B Loans and Term
C Loans, the Eurocurrency Rate shall be deemed to not be less than 1.00% per annum in all cases and (ii) solely with respect to
the Revolving Credit Loans, the Eurocurrency Rate shall be deemed to not be less than 0.00% per annum in all cases.


 


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


 


“euro”
means the single currency of participating member states of the economic and monetary union in accordance with the Treaty of Rome
1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.


 


“Event
of Default” has the meaning set forth in Section 8.01.


 


“Excess Cash
Flow” means, for any period, an amount equal to (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, (iii) decreases in Consolidated Working Capital and long-term accounts receivable of Holdings and its Restricted Subsidiaries
for such period (other than any such decreases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries
completed during such period or the application of purchase accounting), and (iv) an amount equal to the aggregate net non-cash
loss on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than sales in the ordinary course of
business) to the extent deducted in arriving at such Consolidated Net Income, minus (b) the sum, without duplication, of (i) an
amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included
in clauses (1) through (17) of the definition of “Consolidated Net Income”, (ii) without duplication of amounts deducted
pursuant to clause (xi) below in prior periods, the amount of Capital Expenditures or acquisitions of intellectual property to
the extent not expensed and Capitalized Software Expenditures accrued or made in cash or accrued during such period, to the extent
that such Capital Expenditures, Capital Software Expenditures or acquisitions were financed with internally generated cash or borrowings
under the Revolving Credit Facility, (iii) the aggregate amount of all principal payments of Indebtedness of Holdings or its Restricted
Subsidiaries during such period (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount
of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to


 




    	 	33	 



     


    

 


Section 2.05(b)(ii) to
the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount
of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments
of Revolving Credit Loans and (Y) all prepayments in respect of any other loans under a revolving credit facility other than the
Revolving Credit Facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments
thereunder), in each case, to the extent financed with internally generated cash, (iv) an amount equal to the aggregate net non-cash
gain on Dispositions by Holdings and its 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
and long-term accounts receivable of Holdings and its Restricted Subsidiaries for such period (other than any such increases arising
from acquisitions or dispositions by Holdings and its Restricted Subsidiaries during such period or the application of purchase
accounting), (vi) cash payments by Holdings and its Restricted Subsidiaries during such period in respect of long-term liabilities
of Holdings and its Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash, (vii)
without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal periods, the amount of Permitted Acquisitions,
Investments (other than Investments in cash and cash equivalents) and other acquisitions made by Holdings and its Restricted Subsidiaries
during such period pursuant to Section 7.02 (other than Section 7.02(a) or (c)) to the extent that such Permitted Acquisitions,
Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans, (viii) the
amount of Restricted Payments paid during such period pursuant to Section 7.06(i) (clauses (i), (ii) or (iii) only) or Section
7.06(g) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit
Loans, (ix) the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such
period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during
such period and were financed with internally generated cash or the proceeds of Revolving Credit Loans, (x) the aggregate amount
of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such period
that are required to be made in connection with any prepayment of Indebtedness to the extent financed with internally generated
cash, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required
to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”)
entered into prior to or during such period relating to acquisitions that constitute Investments permitted under this Agreement
or Capital Expenditures or acquisitions of intellectual property to the extent expected to be consummated or made, plus any restructuring
cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to clause (a)(ii)
above required to be made, in each case during the period of four consecutive fiscal quarters of Holdings following the end of
such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance
such Permitted Acquisitions, Capital 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 cash taxes paid in such period to
the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period (provided
that any such taxes were not deducted in determining Consolidated Net Income in a prior period), (xiii) cash expenditures in respect
of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income and financed with
internally generated cash or the proceeds of Revolving Credit Loans and (xiv) any payment of cash to be amortized or expensed over
a future period and recorded as a long-term asset to the extent financed with internally generated cash (it being understood that
the


 




    	 	34	 



     


    

 


amortization or expense
of such payment shall not reduce Excess Cash Flow in any future period). Notwithstanding anything in the definition of any term
used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and
its Restricted Subsidiaries on a consolidated basis.


 


“Excess
Cash Flow Period” means each fiscal year of Holdings commencing with the fiscal year ending December 31, 2015.


 


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


 


“Exchange
Notes” has the meaning specified in the definition of Unsecured Bridge Loans.


 


“Exchange
Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged
into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency;
in the event that such rate does not appear on any Reuters World Currency Page, 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 applicable Administrative Agent
or the L/C Issuer, as the case may be, and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead
be the arithmetic average of the spot rates of exchange of the applicable Administrative Agent or the L/C Issuer, as the case may
be, in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about
10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.


 


“Excluded
Contract” means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract,
license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”)
to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or
any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of
an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights
under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral
to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid
or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive
such proceeds shall be included in the Collateral.


 


“Excluded
Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by Holdings after the Closing
Date from:


 


(1)
contributions to its common equity capital;


 


(2)
dividends, distributions, fees and other payments (A) from Unrestricted Subsidiaries and any of their Subsidiaries, (B) received
in respect of any minority investments and (C) from any joint ventures that are not Restricted Subsidiaries; and


 


(3)
the sale (other than to a Subsidiary of Holdings or to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement of Holdings or any of its Subsidiaries) of Equity Interests (other than Disqualified Equity
Interests and preferred stock) of Holdings;


 




    	 	35	 



     


    

 


in
each case to the extent designated as Excluded Contributions by Holdings within 180 days of the date such capital contributions
are made, such dividends, distributions, fees or other payments are paid, or the date such Equity Interests are sold, as the case
may be; provided such amounts may only be designated as Excluded Contributions by Holdings to the extent such amounts were
Not Otherwise Applied prior to such date.


 


“Excluded
Equipment” means, at any date, any equipment or other assets of the Borrower or any Guarantor which is subject to, or
secured by, a Capitalized Lease Obligation or a purchase money obligation if and to the extent that (i) a restriction in favor
of a Person who is not Holdings or any Restricted Subsidiary of Holdings contained in the agreements or documents granting or governing
such Capitalized Lease Obligation or purchase money obligation prohibits, or requires
any consent or establishes any other conditions for or would result in the termination of such agreement or document because of
an assignment thereof, or a grant of a security interest therein, by the Borrower or any Guarantor
and (ii) such restriction relates only to the asset or assets acquired by the Borrower or any Guarantor with the proceeds of such
Capitalized Lease Obligation or purchase money obligation and attachments thereto, improvements thereof or substitutions therefor;
provided that all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment
or other voluntary or involuntary disposition of such assets and all rights to receive such proceeds shall be included in the Collateral
to the extent not otherwise required to be paid to the holder of any Capitalized Lease Obligations or purchase money obligations
secured by such assets.


 


“Excluded
Subsidiary” means (a) any Subsidiary of Holdings that is not, directly or indirectly, a wholly-owned Subsidiary of Holdings,
(b) any Subsidiary of a Guarantor that does not have total assets in excess of 5.0% of Total Assets or 5.0% of revenues for Holdings
and its Restricted Subsidiaries in each case, individually or in the aggregate with all other Subsidiaries excluded via this clause
(b), (c) any Subsidiary that is prohibited by applicable Law or Contractual Obligations (other than any Contractual Obligation
in favor of Holdings or any of its Restricted Subsidiaries) existing on the Closing Date (or, in the case of any newly acquired
Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Obligations
or if guaranteeing the Obligation would require governmental (including regulatory) consent, approval, license or authorization
(unless such consent, approval, license or authorization has been obtained), (d) any other Subsidiary with respect to which, in
the reasonable judgment of the Administrative Agent, in consultation with the Borrower, the burden or cost or other consequences
(including any material adverse tax consequences) of providing a Guaranty shall be excessive in view of the benefits to be obtained
by the Lenders therefrom, (e) any direct or indirect Foreign Subsidiary of Holdings other than Restricted Subsidiaries organized
under the laws of a Covered Jurisdiction, (f) any not-for-profit Subsidiaries, (g) any Unrestricted Subsidiaries, (h) any Securitization
Subsidiary or Subsidiary of a Securitization Subsidiary, (i)  [reserved],
(j) [reserved], (k) any captive insurance subsidiaries, and (l) special purpose entities; provided that, notwithstanding the foregoing,
“Excluded Subsidiary” shall not include (i) any Intermediate Holding Company, any US Business Holding Company or the
Borrower, (ii) any Electing Guarantor for so long as such Electing Guarantor constitutes an Electing Guarantor in accordance with
the terms of this Agreement or (iii) any Guarantor referenced in the proviso of clause (f) of the definition of “Collateral
and Guarantee Requirements”.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, (a) 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 to secure, such Swap Obligation (or
any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the


 




    	 	36	 



     


    

 


Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure
to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder
(determined after giving effect to Section 11.12 and any other applicable agreement for the benefit of such Guarantor and any and
all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant
of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation
or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange
Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act,
at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective
with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of
such Guarantor as specified in any agreement between the relevant Loan Parties and the Approved Counterparty applicable to such
Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest is or
becomes excluded in accordance with the first sentence of this definition.


 


“Existing
Letters of Credit” means the Cash Collateralized Letters of Credit and the Non-Cash Collateralized Letters of Credit.


 


“Existing
Revolver Tranche” has the meaning set forth in Section 2.16(b).


 


“Existing
Term Loan Tranche” has the meaning set forth in Section 2.16(a).


 


“Extended
Revolving Credit Commitments” has the meaning set forth in Section 2.16(b).


 


“Extended
Term Loans” has the meaning set forth in Section 2.16(a).


 


“Extending
Revolving Credit Lender” has the meaning set forth in Section 2.16(c).


 


“Extending
Term Lender” has the meaning set forth in Section 2.16(c).


 


“Extension”
means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.


 


“Extension
Amendment” has the meaning set forth in Section 2.16(d).


 


“Extension
Election” has the meaning set forth in Section 2.16(c).


 


“Extension
Request” means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.


 


“Extension
Series” means any Term Loan Extension Series or a Revolver Extension Series, as the case may be.


 


“Facility”
means the Initial Term Loans, a given Class of Incremental Term Loans, a given Refinancing Series of Refinancing Term Loans, a
given Extension Series of Extended Term Loans, the Revolving Credit Facility, a given Class of Incremental Revolving Credit Commitments,
a given


 




    	 	37	 



     


    

 


Refinancing Series
of Other Revolving Credit Commitments, a given Extension Series of Extended Revolving Credit Commitments, as the context may require.


 


“FATCA”
means Sections 1471 through 1474 of the Code (including, for the avoidance of doubt, any agreements entered into pursuant to Section
1471(b)(1) of the Code), as of the Closing Date (and any amended or successor version thereof that is substantively comparable),
any current or future Treasury Regulations or other official administrative guidance promulgated thereunder and any intergovernmental
agreements entered into in connection with the implementation thereof.


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, 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 for any day that is a Business Day, the average of the quotations
for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing
selected by it.


 


“Final
Escrow Transfer Date” means the date on which the Escrow Transfer Date has occurred with respect to each Cash Collateralized
Letter of Credit and all Cash Collateralized Letters of Credit have been terminated; provided that, to the extent after such date
the Administrative Agent, the applicable L/C Issuer and the Borrower agree pursuant to Section 2.03(a) to one or more Cash Collateralized
Letters of Credit being issued and/or outstanding under this Agreement, then the Final Escrow Transfer Date shall be deemed not
to have occurred until the Escrow Transfer Date occurs with respect to such subsequently issued and/or outstanding Cash Collateralized
Letters of Credit and such Cash Collateralized Letters of Credit have been terminated.


 


“Financial
Covenant” means the covenant set forth in Section 7.11.


 


“Financial
Covenant Event of Default” has the meaning provided in Section 8.01(b).


 


“FIRREA”
means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.


 


“First
Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit J-1 (which
agreement in such form or with immaterial changes thereto the Administrative Agent and the Collateral Agent are hereby authorized
to enter into) among the Borrower and the Guarantors from time to time party thereto, the Administrative Agent, the Collateral
Agent and one or more collateral agents or representatives for the holders of Indebtedness that is permitted under Section 7.03
to be, and intended to be, secured on a pari passu basis with the Liens securing Obligations.


 


“Fixed
Charge Coverage Ratio” means, with respect to Holdings and its Restricted Subsidiaries for any period, the ratio of Consolidated
EBITDA for such period to the Fixed Charges for such period. In the event that Holdings or any Restricted Subsidiary incurs, assumes,
guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving
credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified
Equity Interests or preferred stock subsequent to the


 




    	 	38	 



     


    

 


commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which
the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, redemption,
repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Equity Interests or preferred
stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro
forma calculation of Fixed Charges shall not give effect to any Indebtedness being incurred on such date (or expected to be incurred
thereafter) pursuant to Section 7.03.


 


For purposes
of making the computation referred to above, Investments, acquisitions, Dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP) that have been made by Holdings or any of its Restricted Subsidiaries
during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed
Charge Coverage Ratio Calculation Date shall be calculated on a Pro Forma Basis assuming that all such Investments, acquisitions,
Dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge
obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference
period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or
into Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition,
Disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving Pro Forma Effect thereto for such period as if such
Investment, acquisition, Disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning
of the applicable four-quarter period.


 


“Fixed
Charges” means, with respect to Holdings and its Restricted Subsidiaries for any period, the sum of, without duplication:


 


(1) Consolidated
Interest Expense for such period;


 


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


 


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


 


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


 


“Foreign
Benefit Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of
the amount permitted under any applicable law or in excess of the amount that would be permitted absent a waiver from applicable
governmental authority or (b) the failure to make the required contributions or payments, under any applicable law, on or before
the due date for such contributions or payments.


 




    	 	39	 



     


    

 


“Foreign
Disposition” has the meaning set forth in Section 2.05(b)(xi).


 


“Foreign Pension
Plan” means any benefit plan established or maintained outside of the United States that under applicable Law is required
to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental
Authority.


 


“Foreign
Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings that is not a US Subsidiary.


 


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


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender with respect to the L/C Issuer, such Defaulting Lender’s
Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.


 


“Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course.


 


“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time; provided,
however, that (i) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, (ii)
GAAP shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to
any election under FASB ASC Topic 825 (or any other Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value,” as defined therein, and
Indebtedness shall be measured at the aggregate principal amount thereof, and (iii) the accounting for operating leases and capital
leases under GAAP as in effect on the date hereof (including, without limitation, Accounting Standards Codification 840) shall
apply for the purposes of determining compliance with the provisions of this Agreement, including the definition of Capitalized
Leases and obligations in respect thereof.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.


 


“Granting
Lender” has the meaning set forth in Section 10.07(i).


 


“Guarantee”
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the
“primary


 




    	 	40	 



     


    

 


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


 


“Guaranteed
Obligations” has the meaning set forth in Section 11.01.


 


“Guarantors”
means, collectively, (i) Holdings, (ii) each Intermediate Holding Company and each US Business Holding Company, (iii) the direct
and indirect wholly owned Restricted Subsidiaries of Holdings (other than any Excluded Subsidiary) organized in a Covered Jurisdiction,
(iv) any Electing Guarantors and (v) those Restricted Subsidiaries of Holdings that issue a Guaranty of the Obligations after the
Closing Date pursuant to Section 6.11 or otherwise, at the option of the Borrower, issues a Guaranty of the Obligations after the
Closing Date.


 


“Guaranty”
means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.


 


“Hazardous
Materials” means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or wastes, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, lead, radon gas, pesticides,
fungicides, fertilizers, or toxic mold that are regulated pursuant to, or which could give rise to liability under, applicable
Environmental Law.


 


“Holdings”
has the meaning set forth in the introductory paragraph to this Agreement.


 


“Holdings
Pledge Agreement” means that certain Pledge Agreement dated as of the Closing Date by and among Travelport Holdings Limited
and the Administrative Agent (as the same may be amended, amended and restated, supplemented or otherwise modified from time to
time).


 


“Honor
Date” has the meaning set forth in Section 2.03(c)(i).


 




    	 	41	 



     


    

 


“Identified
Participating Lenders” has the meaning set forth in Section 2.05(a)(v)(C)(3).


 


“Identified
Qualifying Lenders” has the meaning set forth in Section 2.05(a)(v)(D)(3).


 


“Immaterial
Subsidiary” has the meaning set forth in Section 8.03.


 


“Increased
Term B Loans” means the Term B Loans committed to be made by a Term Lender on the Amendment No. 2 Effective Date, in
addition to its Term B Loans that are Converted Initial Term Loans, in the amount specified by such Term Lender in its Consent
(subject to allocation by the Administrative Agent, but in no event greater than the amount such Term Lender committed to make
as Increased Term B Loans in its Consent).


 


“Increased
Term C Loans” means the Term C Loans committed to be made by a Term Lender on the Amendment No. 3 Effective Date, in
addition to its Term C Loans that are Converted Term B Loans, in the amount specified by such Term Lender in its Consent (as defined
in Amendment No. 3) (subject to allocation by the Administrative Agent, but in no event greater than the amount such Term Lender
committed to make as Increased Term C Loans in such Consent).


 


“Incremental
Amendment” has the meaning set forth in Section 2.14(f).


 


“Incremental
Commitments” has the meaning set forth in Section 2.14(a).


 


“Incremental
Facility Closing Date” has the meaning set forth in Section 2.14(d).


 


“Incremental
Lenders” has the meaning set forth in Section 2.14(c).


 


“Incremental
Loan” has the meaning set forth in Section 2.14(b).


 


“Incremental
Loan Request” has the meaning set forth in Section 2.14(a).


 


“Incremental
Revolving Credit Commitments” has the meaning set forth in Section 2.14(a).


 


“Incremental
Revolving Credit Lender” has the meaning set forth in Section 2.14(c).


 


“Incremental
Revolving Credit Loan” has the meaning set forth in Section 2.14(b).


 


“Incremental
Term Commitments” has the meaning set forth in Section 2.14(a).


 


“Incremental
Term Lender” has the meaning set forth in Section 2.14(c).


 


“Incremental
Term Loan” has the meaning set forth in Section 2.14(b).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 




    	 	42	 



     


    

 


(b)          the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters
of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and
similar instruments issued or created by or for the account of such Person;


 


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


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts and accrued
expenses payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability
on the balance sheet of such Person in accordance with GAAP and (iii) accruals for payroll and other liabilities accrued in the
ordinary course);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development
bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;


 


(f)          all
Attributable Indebtedness;


 


(g)          all
obligations of such Person in respect of Disqualified Equity Interests;


 


if and to the extent that the foregoing
would constitute indebtedness or a liability in accordance with GAAP; provided that Indebtedness of any direct or indirect
parent of Holdings appearing upon the balance sheet of Holdings solely by reason of push-down accounting under GAAP shall be excluded;
and


 


(h)          to
the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.


 


For all purposes
hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer,
except to the extent such Person’s liability for such Indebtedness is otherwise expressly limited and only to the extent
such Indebtedness would be included in the calculation of Consolidated Total Net Debt, (B) in the case of Holdings and its Restricted
Subsidiaries, exclude (i) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions
of terms), (ii) intercompany transfer pricing and marketing re-charge fees and (iii) intercompany royalty and/or licensing agreements
(including, cash collection arrangements in respect of airline revenue), in each case made in the ordinary course of business or
for cash management purposes and (C) exclude obligations under or in respect of Qualified Securitization Financing, operating leases
or sale lease-back transactions (except any resulting Capitalized Lease Obligations). The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness
of any Person for purposes of clause (e) shall 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. Notwithstanding anything
in this definition to the contrary, Indebtedness shall be calculated without giving effect to the effects of Financial Accounting
Standards Board Accounting Standards


 




    	 	43	 



     


    

 


Codification 815
and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose
hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.


 


“Indemnified
Liabilities” has the meaning set forth in Section 10.05.


 


“Indemnified
Taxes” means, with respect to any Agent or any Lender, all Taxes other than (i) Taxes imposed on or measured by its net
income, however denominated, and franchise (and similar) Taxes imposed in lieu of net income Taxes by a jurisdiction (A) as a result
of such recipient being organized in or having its principal office (or, in the case of any Lender, its applicable Lending Office)
in such jurisdiction (or any political subdivision thereof), or (B) as a result of any other connection between such Lender or
Agent and such jurisdiction other than any connections arising from executing, delivering, being a party to, engaging in any transactions
pursuant to, performing its obligations under, receiving payments under, or enforcing, any Loan Document, (ii) Taxes attributable
to the failure by any Agent or Lender to deliver the documentation required to be delivered pursuant to Section 3.01(d), (iii)
any branch profits Taxes imposed by the United States or any similar Tax, imposed by any jurisdiction described in clause (i) above,
(iv) in the case of any Lender (other than an assignee pursuant to a request by the Borrower under Section 3.07), any Tax that
is in effect on the date such Lender becomes a party to this Agreement, or designates a new Lending Office, except to the extent
such Lender (or its assignor, if any) was entitled immediately prior to the time of designation of a new Lending Office (or assignment)
to receive additional amounts with respect to such Tax pursuant to Section 3.01, (v) any withholding Taxes imposed under FATCA,
and (vi) any U.S. federal backup withholding imposed as a result of a failure by a Lender that is a United States person as defined
in Section 7701(a)(30) of the Code to deliver the form described in Section 3.01(d)(i) and (vii) Luxembourg Taxes required to be
deducted or withheld pursuant to the European Union Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in
the form of interest payments, as amended, and several agreements concluded between Luxembourg and certain associated or dependent
territories of the European Union and the Luxembourg law dated 23 December 2005 as amended on savings paid to Luxembourg resident
individuals. For the avoidance of doubt, the term “Lender” for purposes of this definition shall include each L/C Issuer.


 


“Indemnitees”
has the meaning set forth in Section 10.05.


 


“Information”
has the meaning set forth in Section 10.08.


 


“Initial
Revolving Borrowing” means one or more borrowings of Revolving Credit Loans on the Closing Date subject to the Initial
Revolving Borrowing Cap; provided that, without limitation, Letters of Credit may be issued on the Closing Date to backstop
or replace letters of credit, guarantees and performance or similar bonds outstanding on the Closing Date (including deemed issuances
of Letters of Credit under this Agreement resulting from existing issuers of letters of credit outstanding on the Closing Date
agreeing to become L/C Issuers under this Agreement).


 


“Initial
Revolving Borrowing Cap” means $30,000,000.


 


“Initial
Term Commitment” means, as to each Term Lender, its obligation to make an Initial Term Loan to the Borrower pursuant
to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Term Lender’s name in Schedule 1.01A
under the caption “Initial Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender


 




    	 	44	 



     


    

 


becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14).
The initial aggregate amount of the Initial Term Commitments is $2,375,000,000.


 


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


 


“Intellectual
Property Security Agreements” has the meaning set forth in the Security Agreement.


 


“Intercompany
Note” means a promissory note substantially in the form of Exhibit I.


 


“Intercreditor
Agreements” means the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, collectively, in
each case to the extent in effect.


 


“Interest
Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan
and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates and (b) as to any Base Rate Loan, the last Business Day of each February, May, August and November
and the Maturity Date of the Facility under which such Loan was made.


 


“Interest
Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed
or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter or, to
the extent agreed by each Lender of such Eurocurrency Rate Loan, twelve months or, to the extent agreed by the Administrative Agent,
less than one month thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:


 


(i)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(ii)         any
Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and


 


(iii)        no
Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.


 


“Intermediate
Holding Company” means each Subsidiary of Holdings as of the Closing Date set forth on Schedule 1.01D hereto and
after the Closing Date each other Restricted Subsidiary of Holdings that, directly or indirectly, owns any of the issued and outstanding
Equity Interests of the Borrower (unless and until such Person ceases to own any of the issued and outstanding Equity Interests
of the Borrower).


 




    	 	45	 



     


    

 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan (including by way of a listed
Eurobond), advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of
any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such
other Person excluding, in the case of Holdings and its Restricted Subsidiaries, (i) intercompany loans, advances, or Indebtedness
having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms), (ii) intercompany transfer pricing and
marketing re-charge fees and (iii) intercompany royalty and/or licensing agreements (including, cash collection arrangements in
respect of airline revenue), in each case made in the ordinary course of business or for cash management purposes or (c) the purchase
or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or
business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of
covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made),
without adjustment for subsequent increases or decreases in the value of such Investment.


 


“Investors”
means each of (a) The Blackstone Group, (b) Angelo Gordon & Company Investments, L.P., (c) Q Investments, L.P., (d) their respective
Affiliates, but not including, however, any portfolio companies of any of the foregoing and (e) the other financial institutions
set forth on Schedule 1.01F hereto.


 


“IP Rights”
has the meaning set forth in Section 5.17.


 


“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).


 


“Junior
Financing” has the meaning set forth in Section 7.13(a).


 


“Junior
Financing Documentation” means any documentation governing any Junior Financing.


 


“Junior
Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit J-2 hereto
(which agreement in such form or with immaterial changes thereto the Administrative Agent and the Collateral Agent are hereby authorized
to enter into) among the Administrative Agent, the Collateral Agent and one or more collateral agents or representatives for the
holders of Permitted Ratio Debt issued or incurred pursuant to Sections 7.03 (q) or (s) that are intended to be secured on a basis
junior to the Obligations. Wherever in this Agreement, an Other Debt Representative is required to become party to the Junior Lien
Intercreditor Agreement, if the related Indebtedness is the initial Indebtedness incurred by Holdings or any Restricted Subsidiary
to be secured by a Lien on a basis junior to the Liens securing the Obligations, then the Borrower, Holdings, each Intermediate
Holding Company, the Subsidiary Guarantors, the Collateral Agent and the Other Debt Representative for such Indebtedness shall
execute and deliver the Junior Lien Intercreditor Agreement.


 


“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


 




    	 	46	 



     


    

 


any Refinancing
Term Loan, any Refinancing Term Commitment, any Extended Term Loan, any Extended Revolving Credit Commitment, any Incremental Term
Loans, any Incremental Revolving Credit Commitments or any Other Revolving Credit Commitments, in each case as extended in accordance
with this Agreement from time to time.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, constitutions, guidelines,
regulations, ordinances, codes and administrative or judicial precedents, orders, decrees, injunctions or authorities, including
the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements
with, any Governmental Authority.


 


“L/C
Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Pro Rata Share or other applicable share provided for under this Agreement. All L/C Advances
shall be denominated in Dollars.


 


“L/C
Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit (other than a Cash Collateralized
Letter of Credit) which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit Borrowing. All
L/C Borrowings shall be denominated in Dollars.


 


“L/C
Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof,
or the renewal or increase of the amount thereof.


 


“L/C
Disbursement” means any payment made by an L/C Issuer pursuant to a Letter of Credit.


 


“L/C
Facility Collateral Account” means, with respect to the L/C Issuer, the “Account” as defined in the L/C Facility
Collateral Account Agreement, which shall initially be a blocked account maintained at The Bank of New York (or such other financial
institution selected by the L/C Issuer) under the sole dominion and control of the L/C Issuer, which was funded with proceeds of
Cash Collateral prior to the date hereof and which may from time to time be funded with proceeds of Cash Collateral in respect
of Cash Collateralized Letters of Credit in accordance with the terms of this Agreement and the L/C Facility Collateral Account
Agreement.


 


“L/C
Facility Collateral Account Agreement” means the Control Agreement, dated as of June 26, 2013, among Travelport LLC,
the L/C Issuer and The Bank of New York Mellon, as amended, restated, supplemented or modified from time to time.


 


“L/C
Issuer” means (a) with respect to standby letters of credit, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc.,
Citibank, N.A., London, Bank of America, N.A. and UBS AG, Stamford Branch, (b) solely with regard to the Existing Letters of Credit,
Credit Suisse AG, Cayman Islands Branch and (c) with respect to standby letters of credit and, to the extent agreed to by
such Lender, commercial letters of credit, any other Lender that becomes an L/C Issuer in accordance with Sections 2.03(k) or 10.07(k),
in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
If there is more than one L/C Issuer at any given time, the term L/C Issuer shall refer to the relevant L/C Issuer(s).


 




    	 	47	 



     


    

 


“L/C
Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 2.03(l).
For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount
may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“LCA
Election” has the meaning set forth in Section 1.03(b).


 


“LCA
Test Date” has the meaning set forth in Section 1.03(b).


 


“Lead
Arrangers” means Goldman Sachs Bank USA, Bank of America Merrill Lynch International Limited, Morgan Stanley Senior Funding,
Inc., UBS Securities LLC and Citigroup Global Markets Limited, in their respective capacities as joint lead arrangers under this
Agreement.


 


“Lender”
has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes each L/C Issuer,
and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”


 


“Lender
Default” means (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any
Lender to make available its portion of any incurrence of revolving loans or reimbursement obligations required to be made by it,
which refusal or failure is not cured within one Business Day after the date of such refusal or failure; (ii) the failure of any
Lender to pay over to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder
within two Business Days of the date when due, unless subject to a good faith dispute; (iii) a Lender has notified the Borrower
or the Administrative Agent that it does not intend to comply with its funding obligations, or has made a public statement to that
effect with respect to its funding obligations, under the Revolving Credit Facility or under other agreements generally in which
it commits to extend credit; (iv) a Lender has failed, within three Business Days after request by the Administrative Agent, to
confirm that it will comply with its funding obligations under the Revolving Credit Facility; (v) a Lender has admitted in writing
that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event or (vi) a Lender has become the subject
of a Bail-in Action. Any determination by the Administrative Agent that a Lender Default has occurred under any one or more of
clauses (i) through (vi) above shall be conclusive and binding absent manifest error, and the applicable Lender shall be deemed
to be a Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of such determination to the Borrower, each
L/C Issuer and each Lender.


 


“Lender-Related
Distress Event” means, with respect to any Lender or any person that directly or indirectly controls such Lender (each,
a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed
Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed
Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly
or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment
for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority
over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall


 




    	 	48	 



     


    

 


not be deemed to
have occurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any person that directly
or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof, 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) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“Letter
of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of
Credit may be a commercial letter of credit or a standby letter of credit and may be issued in an Approved Currency; provided
that in no event shall Goldman Sachs Bank USA or Morgan Stanley Senior Funding, Inc. be obligated to issue commercial letters of
credit.


 


“Letter
of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in
effect for the applicable Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).


 


“Letter
of Credit Issuance Request” means a letter of credit request substantially in the form of Exhibit B.


 


“Letter
of Credit Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate amount of the Revolving
Credit Commitments; provided that (i) no individual L/C Issuer shall issue Letters of Credit under the Revolving Credit Facility
in excess of one-fourth of the Letter of Credit Sublimit then in effect (unless otherwise consented to by the Administrative Agent
and the applicable L/C Issuer) and (ii) UBS AG, Stamford Branch, as an L/C Issuer shall have no obligation to issue Letters of
Credit under the Revolving Credit Facility in excess of $12,500,000; provided, further, that the limitations set forth in the foregoing
clauses (a) and (b) and the foregoing proviso shall not apply to the Cash Collateralized Letters of Credit. The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Credit Facility.


 


“LIBOR”
has the meaning set forth in the definition of “Eurocurrency Rate.”


 


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


 


“Limited
Condition Transaction” means any acquisition or investment by one or more of Holdings and its Restricted Subsidiaries
of or in any assets, business or Person permitted by this Agreement whose consummation is not conditioned on the availability of,
or on obtaining, third party financing.


 




    	 	49	 



     


    

 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan or, a Revolving Credit Loan
(including any Incremental Term Loan and any extensions of credit under any Revolving Commitment Increase).


 


“Loan
Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) each Intercreditor
Agreement to the extent then in effect, (v) each Letter of Credit Issuance Request, (vi) until the Final Escrow Transfer Date,
the L/C Facility Collateral Account Agreement and (vii) any Refinancing Amendment, Incremental Amendment or Extension Amendment.


 


“Loan
Parties” means, collectively, the Borrower and each Guarantor.


 


“Management
Agreement” means the management agreement between certain of the management companies affiliated with The Blackstone
Group and the Borrower and/or Holdings (or any direct or indirect parent entity of Holdings), as in effect on the Closing Date
and as the same may be amended, supplemented or otherwise modified in a manner not materially adverse to the Lenders.


 


“Management
Agreement Termination Fees” means the one-time payment pursuant to the terms of the Management Agreement of a termination
fee to The Blackstone Group and its Affiliates in the event of either a Change of Control or the completion of the Parent IPO.


 


“Management
Stockholders” means the members of management of Holdings, the Borrower or any of its Subsidiaries who are investors
in Holdings or any direct or indirect parent thereof.


 


“Margin
Stock” has the meaning set forth in Regulation U issued by the FRB.


 


“Master Agreement”
has the meaning set forth in the definition of “Swap Contract.”


 


“Material
Adverse Effect” means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent)
or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) material adverse effect on the ability
of the Loan Parties, taken as a whole, to fully and timely perform any of their payment obligations under any Loan Document to
which any of the Loan Parties is a party or (c) material adverse effect on the rights and remedies available to the Lenders or
any Agent under any Loan Document.


 


“Material
IP” means the intellectual property rights that are (i) material (individually or in the aggregate) to the business of
Holdings or any of its Restricted Subsidiaries and (ii) owned by Holdings or any of its Subsidiaries.


 


“Material
Real Property” means any fee owned real property located in the United States that is owned by any Loan Party
where the greater of (x) the cost and (y) the net book value for such real property is in excess of $10,000,000 (at the Closing
Date or, with respect to real property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably
estimated by the Borrower in good faith).


 


“Maturity
Date” means (i) with respect to (A) the Initial Term Loans, the date that is seven years after the Closing Date and (B)
any Term B Loans or any Term C Loans, September 2, 2021, (ii) with respect to the Revolving Credit Commitments, September 2, 2022,
provided that the Maturity Date with respect to the Revolving Credit Commitments shall automatically convert to


 




    	 	50	 



     


    

 


March 2, 2021 unless,
as of March 2, 2021, each of the then outstanding Class(es) of Term Loans has a Maturity Date that is on or following the date
that is ninety-one (91) days after September 2, 2022. (iii) with respect to any tranche of Extended Term Loans or Extended Revolving
Credit Commitments, the final maturity date applicable thereto as specified in the applicable Extension Request accepted by the
respective Lender or Lenders, (iv) with respect to any Refinancing Term Loans or Other Revolving Credit Commitments, the final
maturity date applicable thereto as specified in the applicable Refinancing Amendment and (v) with respect to any Incremental Term
Loans or Incremental Revolving Credit Commitments, the final maturity date applicable thereto as specified in the applicable Incremental
Amendment; provided, in each case, that if such date is not a Business Day, then the applicable Maturity Date shall be the
next succeeding Business Day.


 


“Maximum
Rate” has the meaning set forth in Section 10.10.


 


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


 


“Mortgage
Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”


 


“Mortgaged
Property” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”


 


“Mortgages”
means collectively, the deeds of trust, trust deeds, deeds to secure debt, hypothecs and mortgages made by the Loan Parties in
favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged
Property in form and substance reasonably satisfactory to the Collateral Agent with such terms and provisions as may be required
by the applicable Laws of the relevant jurisdiction, and any other mortgages executed and delivered pursuant to Sections 6.11 and
6.13, in each case, as the same may from time to time be amended, restated, supplemented, or otherwise modified.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Sections 3(37) or 4001(a)(3) of ERISA, to which Holdings,
any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six years,
has made or been obligated to make contributions.


 


“Net
Proceeds” means:


 


(a)          100%
of the cash proceeds actually received by Holdings or any of the Restricted Subsidiaries (including any cash payments received
by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or
otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from
any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs,
title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary
expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) the principal amount,
premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by a Lien (other than a Lien that ranks
pari passu with or subordinated to the Liens securing the Obligations) on the asset subject to such Disposition or Casualty
Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other


 




    	 	51	 



     


    

 


than
Indebtedness under the Loan Documents), (iii) in the case of any Disposition or Casualty Event by a non-wholly-owned Restricted
Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority
interests and not available for distribution to or for the account of Holdings or a wholly-owned Restricted Subsidiary as a result
thereof, (iv) Taxes paid or reasonably estimated to be payable as a result thereof, and (v) the amount of any reasonable reserve
established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted
pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of the Restricted
Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than
in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty
Event occurring on the date of such reduction); provided that if no Default exists, Holdings may reinvest any portion of
such proceeds in assets used or useful for its business (which shall include any Investment permitted by this Agreement) within
12 months of such receipt and such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within
12 months of such receipt, so reinvested or contractually committed to be so reinvested (it being understood that if any portion
of such proceeds are not so used within such 12-month period but within such 12-month period are contractually committed to be
used, then upon the termination of such contract or if such Net Proceeds are not so used within 18 months of initial receipt, such
remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso;
it being further understood that such proceeds shall constitute Net Proceeds notwithstanding any investment notice if there is
a Specified Default at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment
entered into at a time when no Specified Default was continuing); provided, further, that no proceeds realized in
a single transaction or series of related transactions shall constitute Net Proceeds (x) unless such proceeds shall exceed $7,250,000
and (y) the aggregate net proceeds excluded under clause (x) exceeds $21,750,000 in any fiscal year (and thereafter only net cash
proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and


 


(b)          100%
of the cash proceeds from the incurrence, issuance or sale by Holdings or any of the Restricted Subsidiaries of any Indebtedness,
net of all Taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and
discounts), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance or sale.


 


For purposes
of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Holdings or any Restricted
Subsidiary shall be disregarded.


 


“New
Contracts” means binding new agreements or amendments to existing agreements with customers.


 


“Non-Cash
Collateralized Letters of Credit” means the existing letters of credit set forth on Part II of Schedule 2.03.


 


“Non-Consenting
Lender” has the meaning set forth in Section 3.07(d).


 




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“Non-Converted
Initial Term Loan” means each Initial Term Loan (or any portion thereof) that is not exchanged or converted into Converted
Initial Term Loans pursuant to Section 2.01(c)(i).


 


“Non-Converted
Term B Loan” means each Term B Loan (or any portion thereof) that is not exchanged or converted into Converted Term B
Loans pursuant to Section 2.01(d)(i).


 


“Non-Debt
Fund Affiliate” means any Affiliate of Holdings other than (a) Parent (or any direct or indirect parent thereof or any
Subsidiary of Parent (or such direct or indirect parent thereof), (b) any Debt Fund Affiliates and (c) any natural person.


 


“Non-Defaulting
Lender” means, at any time, a Lender that is not a Defaulting Lender.


 


“Non-Extension
Notice Date” has the meaning set forth in Section 2.03(b)(iii).


 


“Non-US
Collateral Documents” has the meaning set forth in the definition of Collateral Documents.


 


“Non-US
Guarantor” means each Guarantor other than a US Guarantor.


 


“Not
Otherwise Applied” means, with reference to any amount of Net Proceeds of any transaction or event, that such amount
(a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b) or to make a mandatory prepayment or redemption
of any Unsecured Bridge Loans or any Credit Agreement Refinancing Indebtedness, (b) was not previously (and is not concurrently
being) applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was or is
(or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose and (c) was not utilized
pursuant to Section 8.05. The Borrower shall promptly notify the Administrative Agent of any application of such amount as contemplated
by (b) above.


 


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


 


“Obligations”
means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries
arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding and (y) obligations of any Loan Party (or any Restricted Subsidiary) arising under any Secured Hedge Agreement
or any Treasury Services Agreement (excluding any Excluded Swap Obligations). Without limiting the generality of the foregoing,
the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations
under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter
of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any
Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing
that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party. Notwithstanding the foregoing,
the obligations of Holdings or any Restricted Subsidiary under any Secured Hedge Agreement or any Treasury Services Agreement shall
be secured and guaranteed


 




    	 	53	 



     


    

 


pursuant to the
Collateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed.
Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Offered
Amount” has the meaning set forth in Section 2.05(a)(v)(D)(1).


 


“Offered
Discount” has the meaning set forth in Section 2.05(a)(v)(D)(1).


 


“OID”
means original issue discount.


 


“Organization
Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction, including, with respect to any Person
organized under the laws of Luxembourg, the articles of association (statuts)); (b) with respect to any limited liability
company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


 


“Orbitz
TopCo” means Orbitz Worldwide, Inc. and any successor thereto.


 


“Other
Applicable Indebtedness” has the meaning set forth in Section 2.05(b)(ii).


 


“Other
Debt Representative” means, with respect to any series of Permitted First Priority Refinancing Notes or Permitted Second
Priority Refinancing Debt, 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.


 


“Other
Revolving Credit Commitments” means one or more Classes of revolving credit commitments hereunder that result from a
Refinancing Amendment.


 


“Other
Revolving Credit Loans” means one or more Classes of Revolving Credit Loans that result from a Refinancing Amendment.


 


“Other
Taxes” has the meaning set forth in Section 3.01(b).


 


“Outstanding
Amount” means (a) with respect to the Term Loans and Revolving Credit Loans on any date, the aggregate outstanding Principal
Amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans (including
any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing
but excluding, in each case other than for purposes of Section 2.03(g), any Cash Collateralized Letters of Credit), as the case
may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the aggregate outstanding Principal Amount
thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other


 




    	 	54	 



     


    

 


changes thereto
as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including
any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing
but excluding, in each case other than for purposes of Section 2.03(g), any Cash Collateralized Letters of Credit) or any reductions
in the maximum amount available for drawing under Letters of Credit taking effect on such date.


 


“Overnight
Rate” means, for any day, the Federal Funds Rate.


 


“Parent”
means Travelport Worldwide Limited, a Bermuda exempted company.


 


“Parent IPO”
means the issuance by Parent (or any direct or indirect parent company thereof) of its common Equity Interests in an underwritten
primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective
registration statement filed with (a) the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether
alone or in connection with a secondary public offering) or (b) an equivalent exchange commission in connection with a listing
of the Parent’s (or any direct or indirect parent company thereof) common Equity Interests on the London Stock Exchange,
the Hong Kong Clearing Exchange and Limited or the Singapore Exchange.


 


“Parent
IPO Proceeds” means the net cash proceeds received by Parent in connection with the consummation of the Parent IPO, which
such net cash proceeds are further contributed to Holdings.


 


“Participant”
has the meaning set forth in Section 10.07(f).


 


“Participant
Register” has the meaning set forth in Section 10.07(f).


 


“Participating
Lender” has the meaning set forth in Section 2.05(a)(v)(C)(2).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate
or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding
six years.


 


“Perfection
Certificate” means a certificate in the form of Exhibit H hereto or any other form reasonably approved by the
Collateral Agent, as the same shall be supplemented from time to time.


 


“Permitted
Acquisition” has the meaning set forth in Section 7.02(i).


 


“Permitted
Cash Collateral Arrangements” means arrangements reasonably satisfactory to the Administrative Agent pursuant to which
the Borrower from time to time deposits cash and/or Cash Equivalents (a) with the Administrative Agent or one of its affiliates
or branches, as escrow agent, or another escrow agent reasonably acceptable to the Administrative Agent in lieu of the issuance
of a letter of credit and (b) with one or more financial institutions for the purpose of cash


 




    	 	55	 



     


    

 


 


collateralizing
letters of credit permitted under Section 7.03(u), in each case, issued on behalf of, or to support, obligations of Holdings or
a Restricted Subsidiary not prohibited under this Agreement in an aggregate amount for purposes of clauses (a) and (b) not to exceed,
together with any Cash Collateralized Letters of Credit, $100,000,000 at any time.


 


“Permitted
First Priority Refinancing Debt” means any Permitted First Priority Refinancing Notes and any Permitted First Priority
Refinancing Loans.


 


“Permitted
First Priority Refinancing Loans” means any Credit Agreement Refinancing Indebtedness in the form of secured loans incurred
by Holdings in the form of one or more tranches of loans under this Agreement; provided that (i) such Indebtedness is secured
by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not
secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such
Indebtedness is not at any time guaranteed by any Subsidiaries other than Loan Parties or (iii) such Indebtedness does not mature
or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset
sale or event of loss and a customary acceleration right after an event of default) on or prior to the date that is the Latest
Maturity Date at the time such Indebtedness is incurred or issued.


 


“Permitted
First Priority Refinancing Notes” means any Credit Agreement Refinancing Indebtedness in the form of secured Indebtedness
(including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior secured notes;
provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the
control of remedies) with the Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted
Subsidiary other than the Collateral, (ii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than
Loan Parties, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal (other than customary
offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of
default) on or prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issued, (iv) the
security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the
Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (v) an Other Debt
Representative acting on behalf of the holders of such Indebtedness shall have become party to each Intercreditor Agreement. Permitted
First Priority Refinancing Notes will include any Registered Equivalent Notes issued in exchange therefor.


 


“Permitted
Holders” means each of (i) the Investors; provided that any financial institution or Affiliate thereof that constitutes
an Investor pursuant to clause (e) of the definition thereof shall not constitute a Permitted Holder with respect to any amounts
owned by such financial institution, together with its Affiliates, in excess of 10% on a fully diluted basis of the voting interest
in Parent’s Equity Interests or any other direct or indirect parent of Holdings, and (ii) the Management Stockholders.


 


“Permitted
Intercompany Activities” means any transactions between or among Holdings and its Subsidiaries (for the avoidance of
doubt, including Unrestricted Subsidiaries) that are entered into in the ordinary course of business of Holdings and its Subsidiaries
and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the
business of Holdings and its Subsidiaries, including, but not limited to, (i) payroll, cash 


 




    	 	56	 



     


    

 


management,
purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.


 


“Permitted
Other Debt Conditions” means that such applicable debt (i) does not mature or have scheduled amortization payments of
principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations
(except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all
other Obligations), in each case on or prior to the Latest Maturity Date at the time such Indebtedness is incurred, (ii) is not
at any time guaranteed by any Person other than the Loan Parties, and (iii) to the extent secured, the security agreements relating
to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such
differences as are reasonably satisfactory to the Administrative Agent).


 


“Permitted
Ratio Debt” means Indebtedness of Holdings or any Restricted Subsidiary so long as immediately after giving Pro Forma
Effect thereto and to the use of the proceeds thereof (but without netting the proceeds thereof) (i) no Event of Default shall
be continuing or result therefrom and (ii) (x) if such Indebtedness is secured on a pari passu basis with the Liens securing
the Obligations or any Permitted First Priority Credit Agreement Refinancing Debt, the Consolidated First Lien Net Leverage Ratio
is no greater than 4.15 to 1.00, (y) if such Indebtedness is secured on a junior lien basis with the Liens securing the Obligations
or any Permitted First Priority Credit Agreement Refinancing Debt, the Consolidated Secured Net Leverage Ratio is no greater than
4.40 to 1.00 and (z) if such Indebtedness is unsecured, either (1) the Fixed Charge Coverage Ratio is no less than 2.00 to 1.00
or (2) the Consolidated Total Net Leverage Ratio is no greater than 5.20 to 1.00, in each case, as of the last day of the most
recently ended Test Period; provided that, such Indebtedness shall (A) in the case of clause (x) above, have a maturity
date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (y) or (z) above,
have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred,
(B) in the case of clause (x) above, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average
Life to Maturity of the Facilities and, in the case of clause (y) or (z) above, shall not be subject to scheduled amortization
prior to maturity, (C) if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party, be subject to the Junior
Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities or any Permitted
First Priority Credit Agreement Refinancing Debt, be (I) in the form of debt securities and (II) subject to the First Lien Intercreditor
Agreement and (D) have covenants and events of default that in the good faith determination of the Borrower are not materially
less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken
as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause
(D) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that
the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D),
shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees
with such determination (including a description of the basis upon which it disagrees)) unless (I) the Lenders of the Term Loans
receive the benefit of such more restrictive terms or (II) any such provisions apply after the Latest Maturity Date or shall otherwise
be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is
added for the benefit of the Indebtedness incurred hereunder, no consent shall be required from the Administrative Agent or any
of the Lenders to the extent that such financial maintenance covenant (together with any related


 




    	 	57	 



     


    

 


“equity cure”
provisions) is also added for the benefit of any corresponding existing Facility); provided, further, that any such
Indebtedness incurred pursuant to clauses (x) or (y) above by a Restricted Subsidiary that is not a Loan Party, together with any
Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g) or 7.03(q), does not
exceed in the aggregate at any time outstanding the greater of $100,000,000 determined at the time of incurrence.


 


“Permitted
Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension
of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does
not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed,
replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid,
and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or
extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted
Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal,
replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced,
refunded, renewed, replaced or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing and
(d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is Junior Financing, (i) to the extent
such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the
Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to
the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness
being modified, refinanced, refunded, renewed, replaced or extended, (ii) such modification, refinancing, refunding, renewal, replacement
or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced
or extended and (iii) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended was subject to an
Intercreditor Agreement, the holders of such modified, refinanced, refunded, renewed, replaced or extended Indebtedness (if such
Indebtedness is secured) or their representative on their behalf shall become party to such Intercreditor Agreement.


 


“Permitted
Second Priority Refinancing Debt” means Credit Agreement Refinancing Indebtedness constituting secured Indebtedness incurred
by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other
junior lien) secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second priority (or other
junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing
Debt and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral,
(ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the
obligations in respect of any Permitted First Priority Refinancing Debt, notwithstanding any provision to the contrary contained
in the definition of “Credit Agreement Refinancing Indebtedness,” (iii) an Other Debt Representative acting on
behalf of the holders of such Indebtedness shall have become party to the Junior Lien Intercreditor Agreement as a “Second
Priority Representative” thereunder, and (iv) such Indebtedness meets the Permitted Other Debt Conditions. Permitted Second
Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.


 




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“Permitted
Tax Restructuring” means each of the tax restructuring transactions that occurred prior to the Closing Date and disclosed
to the Administrative Agent prior to the Closing Date and following the Closing Date, any re-organizations and other activities
related to tax planning and tax re-organization (as determined by the Borrower in good faith) entered into after the date hereof
so long as such Permitted Tax Restructuring does not materially impair the security interests of the Lenders and is otherwise not
materially adverse to the Lenders and after giving effect to such Permitted Tax Restructuring, Holdings and its Restricted Subsidiaries
otherwise complies with Section 6.11.


 


“Permitted
Unsecured Refinancing Debt” means Credit Agreement Refinancing Indebtedness in the form of unsecured Indebtedness (including
any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior unsecured notes or loans;
provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness and (ii) meets the Permitted Other
Debt Conditions.


 


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


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) sponsored, maintained or contributed
to by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.


 


“Platform”
has the meaning set forth in Section 6.02.


 


“Pledged
Debt” means, collectively, (a) “Pledged Debt” (as defined in the Security Agreement) and (b) any other Collateral
constituting “Pledged Debt,” “Receivables,” “Intercompany Debt Documents” or terms of similar
import (as defined in any other Collateral Document).


 


“Pledged
Equity” means, collectively, (a) “Pledged Equity” (as defined in the Security Agreement) and (b) any other
Collateral consisting of Equity Interests.


 


“Post-Acquisition
Period” means, with respect to any Permitted Acquisition or the conversion of any Unrestricted Subsidiary into a Restricted
Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the first anniversary
of the date on which such Permitted Acquisition or conversion is consummated.


 


“Prime
Rate” means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the
Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest
banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at
rates of interest at, above or below the Prime Rate.


 


“Principal
Amount” means the stated or principal amount of each Loan or Letter of Credit or L/C Obligation with respect thereto,
as applicable.


 


“Pro
Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or
the Consolidated


 




    	 	59	 



     


    

 


EBITDA of Holdings,
the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by Holdings
in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable
and factually supportable cost savings and projected by Holdings in good faith to result within 24 months following such transaction
or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the
operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of Holdings and the Restricted
Subsidiaries; provided that (i) at the election of Holdings, such Pro Forma Adjustment shall not be required to be determined
for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection
with such acquisition or the fair market value of such Converted Restricted Subsidiary, as applicable, was less than $7,500,000,
and (ii) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition
Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, it may be assumed that such cost savings will be realizable during the entirety of such Test Period,
or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided, further, that
any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without
duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case
may be, for such Test Period.


 


“Pro
Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect
to compliance with any test hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B)
all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first
day of the applicable period of measurement: (a) income statement items (whether positive or negative) attributable to the property
or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests
in any Subsidiary of Holdings or any division, product line, or facility used for operations of Holdings or any of its Subsidiaries,
shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified
Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by Holdings
or any of the Restricted Subsidiaries in connection therewith (without giving effect to the netting of any cash proceeds of such
Indebtedness to the extent such proceeds are being utilized in connection with any such Specified Transaction), and if such Indebtedness
has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination;
provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma
adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated
EBITDA and give effect to events (including operating expense reductions) that are (as determined by Holdings in good faith) (i)
(x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings and the Restricted Subsidiaries
and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment; provided, further,
that when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable
Rate”, (ii) the Applicable ECF Percentage and (iii) determining actual compliance (and not Pro Forma Compliance or compliance
on a Pro Forma Basis) with Section 7.11, the events that occurred subsequent to the end of the applicable Test Period shall not
be given pro forma effect.


 




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“Pro
Rata Share” means, with respect to each Lender, at any time a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Term
Loans of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the
Aggregate Commitments under the applicable Facility or Facilities and, if applicable and without duplication, Term Loans under
the applicable Facility or Facilities at such time; provided that, in the case of the Revolving Credit Facility, if such
Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.


 


“Public
Lender” has the meaning set forth in Section 6.02.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that, at the time the relevant Guaranty (or grant
of the relevant security interest, as applicable) becomes or would become effective with respect to such Swap Obligation, has total
assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange
Act and which may cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation
at such time by entering into an agreement pursuant to the Commodity Exchange Act.


 


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


 


“Qualified
Proceeds” means the fair market value of assets that are used or useful in, or Equity Interests of any Person engaged
in, a Similar Business.


 


“Qualified
Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following
conditions: (x) the board of directors of the Borrower shall have determined in good faith that such Securitization Financing (including
financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the
Borrower and the Securitization Subsidiary and (y) all sales and/or contributions of Securitization Assets and related assets to
the Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower). The grant of a security
interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary)
to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization
Financing.


 


“Qualifying
Lender” has the meaning set forth in Section 2.05(a)(v)(D)(3).


 


“Real Property”
means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels
of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each
case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment,
all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.


 


“Refinanced
Debt” has the meaning set forth in the definition of Credit Agreement Refinancing Indebtedness.


 




    	 	61	 



     


    

 


“Refinancing”
means the repayment in full of all third party Indebtedness of Parent and its Subsidiaries existing prior to the consummation of
the Transactions (other than existing capital leases and letters of credit and any Indebtedness of Holdings and its Subsidiaries
set forth on Schedule 7.03(b)) with the proceeds of the Initial Term Loans, the Unsecured Bridge Loans, the issuance of
certain Letters of Credit hereunder on the Closing Date and the termination and release of all commitments, security interests
and guarantees in connection therewith.


 


“Refinancing
Amendment” means an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, (c)
each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of Refinancing Term Loans, Other Revolving
Credit Commitments or Other Revolving Credit Loans incurred pursuant thereto, in accordance with Section 2.15.


 


“Refinancing
Series” means all Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving
Credit Loans that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent
such Refinancing Amendment expressly provides that the Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit
Commitments or Other Revolving Credit Loans provided for therein are intended to be a part of any previously established Refinancing
Series) and that provide for the same All-In Yield and, in the case of Refinancing Term Loans or Refinancing Term Commitments,
amortization schedule.


 


“Refinancing
Term Commitments” means one or more Classes of Term Commitments hereunder that are established to fund Refinancing Term
Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.


 


“Refinancing
Term Loans” means one or more Classes of Term Loans hereunder that result from a Refinancing Amendment. Following the
Amendment No. 2 Effective Date, “Refinancing Term Loans” shall include Term B Loans. Following the Amendment No. 3
Effective Date, “Refinancing Term Loans” shall include Term C Loans.


 


“Register”
has the meaning set forth in Section 10.07(d).


 


“Registered
Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities
Act or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees)
issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.


 


“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing
or migrating in into, onto or through the Environment.


 


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


 


“Repricing
Transaction” means the prepayment, refinancing, substitution or replacement of all or a portion of the Term C Loans with
the net cash proceeds of issuances, offerings or placement of debt obligations, or refinancing or repayment pursuant to Section
3.07(a)(y)(I) of Term C Loans substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new


 




    	 	62	 



     


    

 


senior secured
term loans that have an effective All-In Yield (with the comparative determinations to be made by the Administrative Agent consistent
with generally accepted financial practices) that is less than the All-In Yield of such Term C Loans so repaid, refinanced, substituted
or replaced, including without limitation, as may be effected through any amendment, amendment and restatement or other modifications
to this Agreement relating to the interest rate for, or weighted average yield of, such Term Loans or the incurrence of any Replacement
Term Loans, in each case other than in connection with a Change of Control, an initial public offering or a Transformative Acquisition.


 


“Request
for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit
Loans, a Committed Loan Notice and, (b) with respect to an L/C Credit Extension, a Letter of Credit Issuance Request.


 


“Required
Class Lenders” means, with respect to any Class on any date of determination, Lenders having more than 50% of the sum
of (i) the outstanding Loans under such Class and (ii) the aggregate unused Commitments under such Facility.


 


“Required
Facility Lenders” mean, as of any date of determination, with respect to any Facility, Lenders having more than 50% of
the sum of (a) the Total Outstandings under such Facility (with the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations but excluding, for the avoidance of doubt, any L/C Obligations in respect of Cash Collateralized
Letters of Credit, under such Facility being deemed “held” by such Lender for purposes of this definition) and (b)
the aggregate unused Commitments under such Facility; provided that the unused Commitments of, and the portion of the Total Outstandings
under such Facility held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the
Required Facility Lenders.


 


“Required
Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held”
by such Lender for purposes of this definition) but excluding, for the avoidance of doubt, any L/C Obligations in respect of Cash
Collateralized Letters of Credit, (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments;
provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Required
Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the
sum of the (a) Outstanding Amount of all Revolving Credit Loans, and all L/C Obligations (with the aggregate amount of each Lender’s
risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this
definition) but excluding, for the avoidance of doubt, any L/C Obligations in respect of Cash Collateralized Letters of Credit
and (b) aggregate unused Revolving Credit Commitments; provided that unused Revolving Credit Commitment of, and the portion of
the Outstanding Amount of all Revolving Credit Loans, and all L/C Obligations held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Revolving Credit Lenders.


 


“Responsible
Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant
treasurer or other similar officer (or, in the case of a


 




    	 	63	 



     


    

 


Luxembourg S.à
r.l., a manager) of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary (or,
in the case of a Luxembourg S.à r.l., a manager) of such Loan Party. Any document delivered hereunder that is signed by
a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, limited
liability company, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.


 


“Restricted
Cash” means the aggregate amount of cash and Cash Equivalents (a) credited to the L/C Facility Collateral Account as
of such date and (b) subject to a Lien permitted by Section 7.01(ii).


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interest of Holdings 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, defeasance, acquisition, cancellation
or termination of any such Equity Interest, or on account of any return of capital to Holdings’ or a Restricted Subsidiary’s
stockholders, partners or members (or the equivalent Persons thereof).


 


“Restricted
Subsidiary” means any Subsidiary of Holdings other than an Unrestricted Subsidiary. For the avoidance of doubt, Restricted
Subsidiary shall include each Intermediate Holding Company, each US Business Holding Company and the Borrower. Unless otherwise
specified, all references herein to a “Restricted Subsidiary” or to “Restricted Subsidiaries” shall refer
to a Restricted Subsidiary or Restricted Subsidiaries of Holdings.


 


“Reversion
Date” has the meaning set forth in Article VII.


 


“Revolver
Extension Request” has the meaning set forth in Section 2.16(b).


 


“Revolver
Extension Series” has the meaning set forth in Section 2.16(b).


 


“Revolving
Commitment Increase” has the meaning set forth in Section 2.14(a).


 


“Revolving
Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type, and, in the case
of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).


 


“Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the
Borrower pursuant to Section 2.01(b) and, (b) purchase participations in L/C Obligations in respect of Letters of Credit, in an
aggregate Principal Amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 1.01A under the caption “Revolving Credit Commitments” or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement (including Section 2.14). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $100,000,000
on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement. For the avoidance
of doubt, L/C Obligations in respect of Cash Collateralized Letters of Credit shall not be taken into account for purposes of calculating
Revolving Credit Commitments.


 




    	 	64	 



     


    

 


“Revolving
Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the outstanding Principal Amount
of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share or other applicable share provided for under
this Agreement of the amount of the L/C Obligations at such time (other than with respect to Cash Collateralized Letters of Credit).


 


“Revolving
Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Commitments at such time.


 


“Revolving
Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the Revolving
Credit Commitments have terminated, Revolving Credit Exposure.


 


“Revolving
Credit Loans” means any Revolving Credit Loan made pursuant to Section 2.01(b), Incremental Revolving Credit Loans, Other
Revolving Credit Loans or Extended Revolving Credit Loans, as the context may require.


 


“Revolving
Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns,
in substantially the form of Exhibit D hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit
Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.


 


“Same
Day Funds” means immediately available funds.


 


“Sanction(s)”
means any international economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction
activity pursuant to anti-terrorism laws or export control laws administered or enforced by the United States government (including
without limitation, OFAC), the United Nations Security Council, the European Union or Her Majesty’s Treasury.


 


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


 


“Secured
Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between Holdings or
any Restricted Subsidiary and any Approved Counterparty.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, any Approved Counterparty
party to a Secured Hedge Agreement or Treasury Services Agreement, the Supplemental Agents and each co-agent or sub-agent appointed
by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securitization
Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment and any other assets
related thereto (including bank accounts and books and records but excluding Material IP) subject to a Qualified Securitization
Financing and the proceeds thereof.


 




    	 	65	 



     


    

 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any
Qualified Securitization Financing.


 


“Securitization
Financing” means any of one or more receivables or securitization financing facilities as amended, supplemented, modified,
extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations,
warranties, covenants and indemnities made in connection with such facilities) to Holdings or any of its Restricted Subsidiaries
(other than a Securitization Subsidiary) pursuant to which the Borrower or any of its Restricted Subsidiaries sells, contributes
or grants a security interest in such accounts receivable or Securitization Assets or assets related thereto (excluding Material
IP) to either (a) a Person that is not Holdings or a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells,
contributes or grants a security interest in such accounts receivable or Securitization Assets or assets related thereto to a Person
that is not Holdings or a Restricted Subsidiary.


 


“Securitization
Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Securitization
Financings and ancillary activities directly in support thereof.


 


“Security
Agreement” means the US Security Agreement substantially in the form of Exhibit G, dated as of the Closing Date,
among US Guarantors and the Collateral Agent.


 


“Security
Agreement Supplement” has the meaning set forth in the Security Agreement.


 


“Similar
Business” means (1) any business conducted or proposed to be conducted by Holdings or any of its Restricted Subsidiaries
on the Closing Date, and any reasonable extension thereof, or (2) any business or other activities that are reasonably similar,
ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which
Holdings and its Restricted Subsidiaries are engaged or propose to be engaged on the Closing Date.


 


“Sold
Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA.”


 


“Solicited
Discount Proration” has the meaning set forth in Section 2.05(a)(v)(D)(3).


 


“Solicited
Discounted Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(1).


 


“Solicited
Discounted Prepayment Notice” means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant
to Section 2.05(a)(v)(D) substantially in the form of Exhibit M-4.


 


“Solicited
Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit
M-5, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


“Solicited
Discounted Prepayment Response Date” has the meaning set forth in Section 2.05(a)(v)(D)(1).


 




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“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair
value of the assets of such Person 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 of such Person 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, (c) such Person 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 and (d) such Person and its Subsidiaries,
on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.
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.


 


“SPC”
has the meaning set forth in Section 10.07(i).


 


“Special
Flood Hazard Area” has the meaning set forth in Section 6.07(b).


 


“Specified
Default” means a Default under Section 8.01(a), (f) or (g).


 


“Specified
Discount” has the meaning set forth in Section 2.05(a)(v)(B)(1).


 


“Specified
Discount Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(B)(1).


 


“Specified
Discount Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant
to Section 2.05(a)(v)(B) substantially in the form of Exhibit M-6.


 


“Specified
Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit
M-7, to a Specified Discount Prepayment Notice.


 


“Specified
Discount Prepayment Response Date” has the meaning set forth in Section 2.05(a)(v)(B)(1).


 


“Specified
Discount Proration” has the meaning set forth in Section 2.05(a)(v)(B)(3).


 


“Specified
Equity Contribution” means any cash contribution to the common equity of Holdings and/or any purchase or investment in
an Equity Interest of Holdings other than Disqualified Equity Interests.


 


“Specified
Guarantor” means any Guarantor that is not an “eligible contract participant” under the Commodity Exchange
Act (determined prior to giving effect to Section 11.12).


 


“Specified
Investors” means each of (a) The Blackstone Group, (b) Angelo Gordon & Company Investments, L.P., (c) Q Investments,
L.P., (d) their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing and (e) each
other financial institution set forth on Schedule 1.01F hereto to the extent such financial institution, together with its
Affiliates, owns 20% or more on a fully diluted basis of the voting interest in Parent’s Equity Interests or any other direct
or indirect parent of Holdings.


 




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“Specified
Representations” means those representations and warranties made by any Loan Party (after giving effect to the applicable
Permitted Acquisition) in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.02(b)(iii) (to the extent such conflict has not
resulted, and would not reasonably be expected to result, in a Material Adverse Effect (as such term or similar definition is defined
in the main transaction agreement governing the applicable Permitted Acquisition), 5.04, 5.13, 5.18, 5.20 and 5.21).


 


“Specified
Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary
designation, Incremental Term Loan or Revolving Commitment Increase in respect of which the terms of this Agreement require any
test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”; provided that Revolving
Commitment Increases and Incremental Revolving Credit Commitments, for purposes of this “Specified Transaction” definition,
shall be deemed to be fully drawn.


 


“Sterling”
or “£” means freely transferable lawful money of the United Kingdom (expressed in pounds sterling).


 


“Submitted
Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1).


 


“Submitted
Discount” has the meaning set forth in Section 2.05(a)(v)(C)(1).


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a
majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing
body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise
controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
Holdings. For the avoidance of doubt, any entity that is owned at a 50.0% or less level (as described above) shall not be a “Subsidiary”
for any purpose under this Agreement, regardless of whether such entity is consolidated on Holdings’ or any Restricted Subsidiary’s
financial statements.


 


“Subsidiary
Guarantor” means any Guarantor other than Holdings.


 


“Successor
Company” has the meaning set forth in Section 7.04(d).


 


“Supplemental
Agent” has the meaning set forth in Section 9.14(a) and “Supplemental Agents” shall have the corresponding
meaning.


 


“Swap”
means, any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the
Commodity Exchange Act.


 


“Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or
bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options,


 




    	 	68	 



     


    

 


spot contracts,
or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or
any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


 


“Swap
Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap.


 


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


 


“Tax
Group” has the meaning set forth in Section 7.06(i)(iii).


 


“Taxes”
has the meaning set forth in Section 3.01(a).


 


“Term
B Borrowing” means a borrowing consisting of Term B Loans of the same Type and, in the case of Eurocurrency Rate Loans,
having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(c).


 


“Term
B Lender” means Additional Term B Lenders, a Lender that provides an Increased Term B Loan or a Lender that holds Converted
Initial Term Loans.


 


“Term
Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Class and Type and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01. Following the Amendment
No. 2 Effective Date, “Term Borrowing” shall include each Term B Borrowing. Following the Amendment No. 3 Effective
Date, “Term Borrowing” shall include each Term C Borrowing.


 


“Term
B Loan” means Additional Term B Loans, Increased Term B Loans and Converted Initial Term Loans.


 


“Term
C Borrowing” means a borrowing consisting of Term C Loans of the same Type and, in the case of Eurocurrency Rate Loans,
having the same Interest Period made by each of the Term C Lenders pursuant to Section 2.01(d).


 


“Term
C Lender” means Additional Term C Lenders, a Lender that provides an Increased Term C Loan or a Lender that holds Converted
Term B Loans.


 


“Term
C Loan” means Additional Term C Loans, Increased Term C Loans and Converted Term B Loans.


 




    	 	69	 



     


    

 


“Term
Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as
an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant
to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing
Amendment or (iv) an Extension.


 


“Term
Lender” means, at any time, any Lender that has an Initial Term Commitment, a Term Commitment or a Term Loan at such
time.


 


“Term
Loans” means any Initial Term Loan or any Incremental Term Loan, Refinancing Term Loan or Extended Term Loan designated
as a “Term Loan”, as the context may require.


 


“Term
Loan Extension Request” has the meaning set forth in Section 2.16(a).


 


“Term
Loan Extension Series” has the meaning set forth in Section 2.16(a).


 


“Term
Loan Increase” has the meaning set forth in Section 2.14(a).


 


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


 


“Test
Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of the
Borrower for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or
for which financial statements are required to be delivered pursuant to Section 6.01(a) or (b), as applicable.


 


“Threshold
Amount” means $50,000,000.


 


“Total
Assets” means the total assets of Holdings and the Restricted Subsidiaries on a consolidated basis in accordance with
GAAP, as shown on the most recent balance sheet of Holdings delivered pursuant to Sections 6.01(a) or (b).


 


“Total
Market Capitalization” means the aggregate market value of Parent’s Equity Interests following the Parent IPO,
which is calculated by multiplying the outstanding Equity Interests of the Parent by the market price of a single Equity Interest
of the Parent.


 


“Total
Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


 


“Transactions”
means, collectively, (a) the funding of the Initial Term Loans and any Initial Revolving Borrowing on the Closing Date and the
execution and delivery of Loan Documents entered into on the Closing Date, (b) the Refinancing, (c) the incurrence of the Unsecured
Bridge Loans and (d) the payment of Transaction Expenses.


 


“Transaction
Expenses” means any fees or expenses incurred or paid, Holdings, the Borrower or any of its (or their) Subsidiaries in
connection with the Transactions (including expenses in connection with hedging transactions related to the Facilities and any
original issue discount or


 




    	 	70	 



     


    

 


upfront fees),
this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.


 


“Transferred
Guarantor” has the meaning set forth in Section 11.10.


 


“Transformative
Acquisition” means any acquisition that is either (a) not permitted by this Agreement immediately prior to the consummation
of such acquisition or (b) if permitted by this Agreement immediately prior to the consummation of such acquisition, would not
provide Holdings and its Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their
combined operations following such consummation, as determined by the Borrower acting in good faith.


 


“Treasury
Services Agreement” means any agreement between Holdings or any Subsidiary and any Approved Counterparty relating to
treasury, depository, credit card, debit card, stored value cards, purchasing or procurement cards and cash management services
or automated clearinghouse transfer of funds or any similar services.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.


 


“Unaudited
Financial Statements” means the unaudited consolidated balance sheets of Holdings as of March 31, 2014 and June 30, 2014
and related consolidated statements of income, stockholders’ equity and cash flows of Holdings as of March 31, 2014 and June
30, 2014.


 


“Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in
effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent
it may be required to apply to any item or items of Collateral.


 


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


 


“United
States Tax Compliance Certificate” means a certificate substantially in the form of Exhibits K-1, K-2,
K-3 and K-4 hereto, as applicable.


 


“Unreimbursed
Amount” has the meaning set forth in Section 2.03(c)(i). Any Unreimbursed Amount in respect of any Cash Collateralized
Letter of Credit shall be reduced to the extent any portion thereof is reimbursed with funds withdrawn from the L/C Facility Collateral
Account as provided in Section 2.03.


 


“Unrestricted
Subsidiary” means (a) each Subsidiary of Holdings listed on Schedule 1.01C, (b) any Subsidiary of Holdings designated
by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date and
(c) any Subsidiary of an Unrestricted Subsidiary.


 


“Unsecured
Bridge Loans” means (a) unsecured bridge loans issued on the Closing Date pursuant to the Bridge Loan Agreement, (b)
any extended term loans under the Bridge Loan Agreement that are automatically converted from any bridge loans referred to in clause
(a) in accordance with the terms of the Bridge Loan Agreement or (c) any unsecured notes, unsecured term loans or other permanent
unsecured debt securities (the “Exchange Notes”) issued in accordance with the terms of the Bridge Loan Agreement
pursuant to an indenture having the terms and


 




    	 	71	 



     


    

 


conditions set
forth on Exhibit B to the Bridge Loan Agreement the proceeds of which are applied to refinance the Indebtedness referred to in
clause (a) or (b); provided that in connection with the refinancing referred to in this clause (c), the principal amount of the
Exchange Notes does not exceed the principal amount of the Indebtedness referred to in clause (a) or (b) so refinanced except by
an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably
incurred, in connection with such refinancing.


 


“US
Subsidiary” means any Restricted Subsidiary that is organized under the Laws of the United States, any state thereof
or the District of Columbia.


 


“US
Guarantor” means each US Subsidiary that constitutes a Guarantor.


 


“USA
PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 10756, as amended or modified from time to time.


 


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


 


“wholly
owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests
of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by
applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.


 


“Worldspan”
means Worldspan Technologies Inc.


 


“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
Differential” has the meaning set forth in Section 2.14(e)(iii).


 


SECTION
1.02  Other Interpretive Provisions.


 


With reference
to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)          The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)          The
words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.


 




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(c)          Article,
Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.


 


(d)          The
term “including” is by way of example and not limitation.


 


(e)          The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(f)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”; and the word
“through” means “to and including.”


 


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


 


SECTION
1.03  Accounting Terms.


 


(a)          All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically
prescribed herein.


 


(b)          Notwithstanding
anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with
respect to any period during which any Specified Transaction occurs, the Consolidated First Lien Net Leverage Ratio, Consolidated
Secured Net Leverage Ratio, Fixed Charge Coverage Ratio and Consolidated Total Net Leverage Ratio shall be calculated with respect
to such period and such Specified Transaction on a Pro Forma Basis; provided that, in connection with any Specified Transaction
that is a Limited Condition Transaction, for purposes of determining compliance with any test or covenant for any action advisable
(as determined by the Borrower in good faith) for the consummation of a Limited Condition Transaction contained in Sections 6.14,
7.01, 7.02, 7.03 and 7.04 of this Agreement during any period which requires the calculation of any of the foregoing ratios or
any basket that is measured as a percentage of Total Assets or Consolidated EBITDA and, at the option of the Borrower (the Borrower’s
election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the
date of determination for calculation of any such ratios shall be deemed to be the date the definitive agreements for such Specified
Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving
pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including
any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent date
of determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in
compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt,
if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the
LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated
EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation
of the relevant


 




    	 	73	 



     


    

 


transaction or action,
such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining
whether the relevant transaction or action is permitted to be consummated or taken. If the Borrower has made an LCA Election for
any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with
respect to any other Specified Transaction on or following the relevant LCA 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 for such Limited Condition Transaction
is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated
on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any
incurrence of Indebtedness and the use of proceeds thereof and any associated Lien) have been consummated.


 


SECTION
1.04  Rounding.


 


Any financial
ratios required to be maintained by Holdings pursuant to this Agreement (or required to be satisfied in order for a specific action
to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying
the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down
to the nearest number (with a rounding up if there is no nearest number).


 


SECTION
1.05  References to Agreements, Laws, Etc.


 


Unless otherwise
expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted
by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.


 


SECTION
1.06  Times of Day.


 


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


 


SECTION
1.07  Timing 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 a day which
is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall
extend to the immediately succeeding Business Day.


 


SECTION
1.08  Cumulative Credit Transactions.


 


If more than
one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount
of the Cumulative Credit immediately prior to the taking of such action, the permissibility of the taking of each such action shall
be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.


 




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SECTION
1.09  [Reserved].


 


SECTION
1.10  Currency Equivalents Generally.


 


(a)          Any
amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section 1.10)
or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than
Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable
currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page,
by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative
Agents or the L/C Issuer, as the case may be, and the Borrower, or, in the absence of such agreement, such rate shall instead be
the arithmetic average of the spot rates of exchange of the Administrative Agents or the L/C Issuer, as the case may be, in the
market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m.
(New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that the determination
of any Dollar Equivalent with respect to a Letter of Credit shall be made in accordance with Section 2.03(p). Notwithstanding the
foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness
or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates
of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt,
the foregoing provisions of this Section 1.10 shall otherwise apply to such Sections, including with respect to determining whether
any Indebtedness or Investment may be incurred at any time under such Sections.


 


(b)          For
purposes of determining compliance under Sections 7.02, 7.05, 7.06, 7.11, 7.12 or 7.13 or for calculating the Consolidated First
Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and Consolidated Total Net Leverage Ratio, any amount in a currency
other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve-month
period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated
EBITDA for the applicable period.


 


Article
II

The Commitments and Credit Extensions


 


SECTION
2.01         The Loans.


 


(a)          The
Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower
on the Closing Date loans denominated in Dollars in an aggregate amount not to exceed the amount of such Term Lender’s Initial
Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base
Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


(b)          The
Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees
to make revolving credit loans denominated in Dollars to the Borrower from its applicable Lending Office (each such loan, a “Revolving
Credit 


 




    	 	75	 



     


    

 


Loan”)
from time to time as elected by the Borrower pursuant to Section 2.02, on any Business Day during the period from the Closing Date
until the Maturity Date with respect to such Revolving Credit Lender’s applicable Revolving Credit Commitment, in an aggregate
Principal Amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment at such time;
provided that (i) the aggregate principal amount of Revolving Credit Loans made on the Closing Date shall not exceed the
Initial Revolving Borrowing Cap, and (ii) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount
of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under
this Agreement of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment.
Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


(c)          (i)
Subject to the terms and conditions hereof and of Amendment No. 2, each Term Lender that executes and delivers a Consent (as defined
in Amendment No. 2) severally agrees to exchange or convert all of its Initial Term Loans outstanding on the Amendment No. 2 Effective
Date into a like principal amount of Term B Loans on the Amendment No. 2 Effective Date either by cashless roll or post-closing
settlement, as further described in such Lender's Consent (such exchanged or converted Initial Term Loans, the “Converted
Initial Term Loans”). All Term B Loans that constitute Converted Initial Term Loans will be of the Type and have the Interest
Period (if applicable) specified in the Committed Loan Notice delivered in connection therewith. All accrued and unpaid interest
on the Converted Initial Term Loans to, but not including, the Amendment No. 2 Effective Date shall be payable on the Amendment
No. 2 Effective Date, but no amounts under Section 3.05 shall be payable in connection with such conversion.


 


(ii) Subject to the
terms and conditions hereof and of Amendment No. 2, (A) each Additional Term B Lender severally agrees to make loans denominated
in Dollars in an aggregate amount not to exceed the amount of such Additional Term B Lender's Additional Term B Commitment to the
Borrower and (B) each Term Lender severally agrees to make its Increased Term B Loans (if any) to the Borrower, in each case, on
the Amendment No. 2 Effective Date. The Borrower shall prepay in full the aggregate principal amount of the Non-Converted Initial
Term Loans with the proceeds of the Additional Term B Loans and the Increased Term B Loans, concurrently with the receipt thereof.
All Additional Term B Loans and Increased Term B Loans will be of the Type and have the Interest Period (if applicable) specified
in the Committed Loan Notice delivered in connection therewith. All accrued and unpaid interest on the Non-Converted Initial Term
Loans to, but not including, the Amendment No. 2 Effective Date shall be payable on the Amendment No. 2 Effective Date and the
Borrower will make any payments required under Section 3.05 with respect to the Non-Converted Initial Term Loans in accordance
therewith.


 


(d)          (i)
Subject to the terms and conditions hereof and of Amendment No. 3, each Term Lender that executes and delivers a Consent (as defined
in Amendment No. 3) severally agrees to exchange or convert all of its Term B Loans outstanding on the Amendment No. 3 Effective
Date into a like principal amount of Term C Loans on the Amendment No. 3 Effective Date either by cashless roll or post-closing
settlement, as further described in such Lender’s Consent (such exchanged or converted Term B Loans, the “Converted
Term B Loans”). All Term C Loans that constitute Converted Term B Loans will be of the Type and have the Interest Period
(if applicable) specified in the Committed Loan Notice delivered in connection therewith. All accrued and unpaid interest on the
Converted Term B Loans to, but not including, the Amendment No. 3 Effective Date shall be payable


 




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on the Amendment No.
3 Effective Date, but no amounts under Section 3.05 shall be payable in connection with such conversion.


 


(ii) Subject to the
terms and conditions hereof and of Amendment No. 3, (A) each Additional Term C Lender severally agrees to make loans denominated
in Dollars in an aggregate amount not to exceed the amount of such Additional Term C Lender’s Additional Term C Commitment
to the Borrower and (B) each Term Lender severally agrees to make its Increased Term C Loans (if any) to the Borrower, in each
case, on the Amendment No. 3 Effective Date. The Borrower shall prepay in full the aggregate principal amount of the Non-Converted
Term B Loans with the proceeds of the Additional Term C Loans and the Increased Term C Loans, concurrently with the receipt thereof.
All Additional Term C Loans and Increased Term C Loans will be of the Type and have the Interest Period (if applicable) specified
in the Committed Loan Notice delivered in connection therewith. All accrued and unpaid interest on the Non-Converted Term B Loans
to, but not including, the Amendment No. 3 Effective Date shall be payable on the Amendment No. 3 Effective Date and the Borrower
will make any payments required under Section 3.05 with respect to the Non-Converted Term B Loans in accordance therewith.


 


SECTION
2.02  Borrowings, Conversions and Continuations of Loans.


 


(a)          Each
Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative
Agent, which may be given by telephone (and promptly confirmed in writing). Each such notice must be received by the Administrative
Agent not later than 1:00 p.m. New York City time (i) three Business Days prior to the requested date of any Borrowing or continuation
of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) 10:00 a.m. New York City time
on the Business Day of a requested date of any Borrowing of Base Rate Loans; provided that the notice referred to in subclause
(i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions.
Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative
Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as
provided in Section 2.14(a), each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum
principal amount of $2,000,000, or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c), 2.14(a),
each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a conversion of Term Loans of any Class or Revolving
Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans of a Class or Revolving Credit Loans
are to be converted, (v) [reserved] and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower
fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation,
then the applicable Term Loans or Revolving Credit Loans shall be made as or converted to Base Rate Loans. Any such automatic conversion
to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of


 




    	 	77	 



     


    

 


Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest
Period of one (1) month.


 


(b)          Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share
or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion
or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic
conversion or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the
amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later
than 1:00 p.m. (New York City time) on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at
its option, make any Loan by causing any domestic or foreign branch of such Lender to make such Loan; provided that any exercise
of such option shall not affect in any manner the obligation of the Borrower to repay such Loan in accordance with the terms of
this Agreement. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by
the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable
to) the Administrative Agent by the Borrower.


 


(c)          Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurocurrency Rate Loan unless the Borrower pays the amount due under Section 3.05 in connection therewith.


 


(d)          The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative
Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative
Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following
the announcement of such change.


 


(e)          After
giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans
from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be
more than fifteen (15) Interest Periods in effect.


 


(f)          The
failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on the date of any Borrowing.


 


SECTION
2.03  Letters of Credit.


 


(a)          The
Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance
upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business
Day during the period from the Closing Date until the Letter of Credit Expiration Date to issue Letters of Credit at sight denominated
in any Approved Currency for the account of the Borrower or any Subsidiary of the Borrower and to amend or renew Letters of Credit
previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving
Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no


 




    	 	78	 



     


    

 


L/C Issuer shall be obligated
to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter
of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would
exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter
of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to
obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters
of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit
shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof. Existing Letters of Credit may not be renewed or extended upon the current expiry date thereof but
may be replaced with new Letters of Credit pursuant to the terms of this Section 2.03; provided that prior to the Escrow Transfer
Date with respect to any Cash Collateralized Letter of Credit, such Cash Collateralized Letter of Credit that is required to be
replaced in accordance with its terms may be replaced so long as such Letter of Credit is Cash Collateralized at the time of issuance
in accordance with the provisions of this Agreement. It is understood and agreed that following the Final Escrow Transfer Date,
no Cash Collateralized Letters of Credit will be issued and/or outstanding under this Agreement unless otherwise agreed among the
Administrative Agent, the applicable L/C Issuer and the Borrower (subject to Section 7.03(u)) and such Letter of Credit is designated
by such parties as a Cash Collateralized Letter of Credit.


 


(ii)         An
L/C Issuer shall be under no obligation to issue any Letter of Credit if:


 


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


 


(B)         subject
to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date
of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof
has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit
has been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to such L/C Issuer;


 


(C)         the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
Credit Lenders have approved such expiry date;


 


(D)         the
issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;


 




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(E)         the
L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;
or


 


(F)         any
Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the
delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate
such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to
the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(iii)        An
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time
to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.


 


(iv)        Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect
to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and any Letter of Credit Issuance Request (and any other document, agreement or instrument entered into by such L/C
Issuer and the Borrower or in favor of such L/C Issuer) pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided
herein with respect to each L/C Issuer.


 


(b)          Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.  (i) Each Letter of Credit shall be issued
or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Issuance Request, appropriately completed and signed by a Responsible Officer of the Borrower
or his/her delegate or designee. Such Letter of Credit Issuance Request must be received by the relevant L/C Issuer and the Administrative
Agent not later than 1:00 p.m. (New York City time) at least three Business Days prior to the proposed issuance date or date of
amendment, as the case may be; or, in each case, such other date and time as the relevant L/C Issuer may agree in a particular
instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit
Issuance Request shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the relevant Approved Currency
in which such Letter of Credit is to be denominated; (d) the expiry date thereof; (e) the name and address of the beneficiary thereof;
(f) the documents to be presented by such beneficiary in case of any drawing thereunder; (g) the full text of any certificate to
be presented by such beneficiary in case of any drawing thereunder; and (h) such other matters as the relevant L/C Issuer may reasonably
request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Issuance Request
shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2)
the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such
other matters as the relevant L/C Issuer may reasonably request.


 




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(ii)         Promptly
after receipt of any Letter of Credit Issuance Request, the relevant L/C Issuer will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Issuance Request from the Borrower
and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer
of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms
hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each
Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s
Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Letter of Credit.


 


(iii)        If
the Borrower so requests in any applicable Letter of Credit Issuance Request, the relevant L/C Issuer shall agree to issue a Letter
of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in
each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a number of days (the “Non-Extension Notice Date”) prior to the last day of such twelve
month period to be agreed upon by the relevant L/C Issuer and the Borrower at the time such Letter of Credit is issued. Unless
otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C
Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Lenders shall be deemed
to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to
an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit
any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter
of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B)
it has received notice (which may be by telephone or in writing) on or before the day that is three (3) Business Days before the
Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied.


 


(iv)        Promptly
after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the
Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.


 


(c)          Drawings
and Reimbursements; Funding of Participations.  (i) Upon receipt from the beneficiary of any Letter of Credit of any notice
of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent
thereof. In the case of a Letter of Credit denominated in an Approved Currency, the Borrower shall reimburse the L/C Issuer in
such Approved Currency, unless the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement
in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Approved Currency,
the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination


 




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thereof. Not later than
1:00 p.m. (New York City time), in the case of a drawing in Dollars, or 11:00 a.m. (New York city time), in the case of a drawing
in an Approved Currency, on the next Business Day immediately following any payment by an L/C Issuer under a Letter of Credit that
the Borrower receives notice thereof (each such date, an “Honor Date”), the Borrower shall reimburse such L/C
Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the relevant Approved Currency; provided
that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with this Section 2.03 that
such payment be financed with a Revolving Credit Borrowing under the Revolving Credit Facility in an equivalent amount and, to
the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
Revolving Credit Borrowing. If the Borrower fails to so reimburse such L/C Issuer by such time, (I) in the case of a Cash Collateralized
Letter of Credit, such L/C Issuer shall, to the extent permitted under applicable Law, withdraw funds on deposit in the L/C Facility
Collateral Account in an amount equal to the Unreimbursed Amount and (II) otherwise, the Administrative Agent shall promptly notify
each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar
Equivalent thereof) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata
Share or other applicable share provided for under this Agreement thereof. In the case of the foregoing subclause (II), the Borrower
shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount
of Base Rate Loans or Eurocurrency Rate Loans, as applicable, but subject to the amount of the unutilized portion of the Revolving
Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed
Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by
telephone if promptly confirmed in writing; provided that the lack of such a prompt confirmation shall not affect the conclusiveness
or binding effect of such notice.


 


(ii)         Each
Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds
available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s
Office for Dollar-denominated payments in an amount equal to its Pro Rata Share or other applicable share provided for under this
Agreement of the Unreimbursed Amount not later than 2:00 p.m. (New York City time) on the Business Day specified in such notice
by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes
funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan or Eurocurrency Rate Loan, as applicable,
to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant L/C Issuer
in Dollars.


 


(iii)        With
respect to any Unreimbursed Amount (I) in respect of a Cash Collateralized Letter of Credit that is not fully reimbursed due to
lack of sufficient funds in the L/C Facility Collateral Account or (II) in respect of any other Letter of Credit that is not fully
refinanced by a Revolving Credit Borrowing of Base Rate Loans or Eurocurrency Rate Loans, as applicable, because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, in the case of the foregoing subclause (II), the Borrower
shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is
not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and in the case of the foregoing
subclauses (I) and (II), such Unreimbursed Amount shall bear interest (which begins to accrue upon funding by


 




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the L/C Issuer)
at the Default Rate for Revolving Credit Loans. In the case of the foregoing subclause (II), each Appropriate Lender’s payment
to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment
in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.


 


(iv)        Until
each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant
L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share or other
applicable share provided for under this Agreement of such amount shall be solely for the account of the relevant L/C Issuer.


 


(v)         Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts
drawn under Letters of Credit, as contemplated by this Section 2.03(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 relevant L/C Issuer, 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 that each Revolving
Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set
forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made
by such L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)        If
any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any
amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in
Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect, plus
any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing.
A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect
to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.


 


(vii)       The
L/C Issuer shall determine the Dollar Equivalent of the L/C Obligations in respect of a Letter of Credit denominated in an Approved
Currency as of the Honor Date.


 


(d)          Repayment
of Participations. Other than in the case of any Cash Collateralized Letter of Credit, (i) if, at any time after an L/C Issuer
has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance
in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer
any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise,
including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to
such Lender its Pro Rata Share or


 




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other applicable
share provided for under this Agreement hereof (appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative
Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to
be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such
L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer
its Pro Rata Share or other applicable share provided for under this Agreement 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 Lender, at a rate per annum equal to
the applicable Overnight Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing.


 


(e)          Obligations
Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit
issued by it and, in the case of Letters of Credit other than Cash Collateralized Letters of Credit, to repay each L/C Borrowing
shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under
all circumstances, including the following:


 


(i)          any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;


 


(ii)         the
existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting),
the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or
by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)        any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such Letter of Credit;


 


(iv)        any
payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver
or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in
connection with any proceeding under any Debtor Relief Law;


 


(v)         any
exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the
Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit;


 




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(vi)        any
adverse change in the relevant exchange rates or in the availability of the relevant Approved Currency to the Borrower or any Subsidiary
or in the relevant currency markets generally; and


 


(vii)       any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Loan Party;


 


provided that the foregoing
shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower
that are caused by such L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment
by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof.


 


(f)          Role
of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable
judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document
or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption
is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary
or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective
correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in
clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves
were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent
failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment
by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents
that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information
to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason.


 


(g)          Cash
Collateral. If (i) as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and
partially or wholly undrawn, (ii) any Event of Default


 




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occurs and is continuing
and the Administrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, as applicable, require the
Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02, (iii) at any time a Cash Collateralized Letter of
Credit is no longer Cash Collateralized in an amount not less than 103% of the amount thereof or (iv) an Event of Default set forth
under Section 8.01(f) occurs and is continuing, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations
(in an amount equal to 103% of such Outstanding Amount determined as of the date of such Event of Default or the Letter of Credit
Expiration Date or as of the date such Cash Collateralized Letter of Credit is no longer Cash Collateralized in an amount not less
than 103% of the amount thereof, as the case may be), and shall do so not later than 2:00 p.m., New York City time on (x) in the
case of the immediately preceding clauses (i) and (ii), (1) the Business Day that the Borrower receives notice thereof, if such
notice is received on such day prior to 12:00 noon, New York City time or (2) if clause (1) above does not apply, the Business
Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause
(iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day,
the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, immediately upon the
request of the Administrative Agent or any L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in
an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided
by the Defaulting Lender). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C
Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the
Appropriate Lenders) in an amount not less than 103% of the aggregate amount of the relevant L/C Obligations. Derivatives of such
term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and
the Revolving Credit Lenders of the applicable Facility, a security interest in all such cash, deposit accounts and all balances
therein and all proceeds of the foregoing, including with respect to the L/C Facility Collateral Account, as applicable; provided
that such security interest in respect of the L/C Facility Collateral Account is subject to the last sentence of this Section 2.03(g).
Cash Collateral shall be maintained in a Cash Collateral Account or the L/C Facility Collateral Account, as applicable, and may
be invested in readily available Cash Equivalents as directed by the Borrower; provided that Cash Collateral in respect of the
Cash Collateralized Letters of Credit shall be maintained in the L/C Facility Collateral Account. If at any time the Administrative
Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the
Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than 103% of the aggregate
Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative
Agent, as additional funds to be deposited and held in the Cash Collateral Account, an amount equal to the excess of (a) 103% of
such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative
Agent reasonably 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 Law, to reimburse
the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds 103% of the then Outstanding Amount of such L/C
Obligations (or, with respect to any Cash Collateralized Letters of Credit, to the extent the amount of any Cash Collateral in
respect thereof exceeds 103% of the then Outstanding Amount of such Cash Collateralized Letter of Credit) and so long as no Event
of Default has occurred and is continuing or would result therefrom, the excess shall be refunded to the Borrower. To the extent
any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this


 




    	 	86	 



     


    

 


Section 2.03(g) is cured or otherwise
waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing or would result therefrom,
all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower (other than any Cash
Collateral required pursuant to this Section 2.03(g) with respect to any Cash Collateralized Letter of Credit). No Person (other
than any L/C Issuer of any Cash Collateralized Letter of Credit (or the Administrative Agent on behalf of and at the written direction
of any such L/C Issuer)) shall have the right to make any withdrawal from the L/C Facility Collateral Account or to exercise any
other right or power with respect thereto. Each party hereto hereby consents to the terms and performance of the L/C Facility Collateral
Account Agreement. Each Lender hereby acknowledges that (A) pursuant to the L/C Facility Collateral Account Agreement, Travelport
LLC has granted to the L/C Issuer(s) of Cash Collateralized Letters of Credit a first priority perfected Lien on the L/C Facility
Collateral Account, the funds credited thereto and the proceeds thereof to secure its obligations in respect of the Cash Collateralized
Letters of Credit, which Lien inures to the sole benefit of the L/C Issuer(s) of Cash Collateralized Letters of Credit in its capacity
as L/C Issuer (and not in any other capacity it may have as an Agent or Lender hereunder), (B) no Lien created under the Collateral
Documents on the L/C Facility Collateral Account, the funds credited thereto or the proceeds thereof will be perfected as a result
of the L/C Facility Collateral Account Agreement or any agreements of the Loan Parties set forth therein and (C) any Liens created
under the Collateral Documents on the L/C Facility Collateral Account, the funds credited thereto or the proceeds thereof that
are unperfected are effectively subordinated to the Lien thereon for the benefit of the L/C Issuer(s) of Cash Collateralized Letters
of Credit created under the L/C Facility Collateral Account Agreement to the extent such Lien is perfected.


 


(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the
applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this
Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable
Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter
of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically
pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for
the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash
Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted
by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable
to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer
for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall
be due and payable in Dollars on the first Business Day after the end of each February, May, August and November, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount
of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.


 


(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its
own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the Dollar
Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount
is then in effect under such Letter of Credit if such maximum amount increases


 




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periodically pursuant
to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees
shall be due and payable in Dollars on the first Business Day after the end of each February, May, August and November, commencing
with the first such date to occur after the issuance of such Letter of Credit (or with respect to Existing Letters of Credit, the
Closing Date), on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to
each L/C Issuer for its own account in Dollars, with respect to each Letter of Credit issued by it the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as
from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days
of demand and are nonrefundable.


 


(j)          Conflict
with Letter of Credit Issuance Request. Notwithstanding anything else to the contrary in this Agreement or any Letter of Credit
Issuance Request, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Issuance Request,
the terms hereof shall control.


 


(k)          Addition
of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among
the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit
Lenders of any such additional L/C Issuer.


 


(l)          Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
Dollar Equivalent of 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 document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of 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.


 


(m)          Reporting.
Each L/C Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each calendar month, the aggregate
face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month (and
on such other dates as the Administrative Agent may request), (ii) on or prior to each Business Day on which such L/C Issuer expects
to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of
Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment,
renewal or extension (and such L/C Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment,
renewal or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which such L/C Issuer makes
any L/C Disbursement, the date and amount of such L/C Disbursement and (iv) on any Business Day on which the Borrower fails to
reimburse an L/C Disbursement required to be reimbursed to such L/C Issuer on such day, the date and amount of such failure.


 


(n)          Provisions
Related to Letters of Credit in respect of Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in
respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented
to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect
of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent
has been obtained shall automatically be


 




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deemed to have
been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to
make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(c) and (d)) under (and ratably participated
in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount
not to exceed the aggregate amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood
that no partial face amount of any Letter of Credit may be so reallocated) 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 2.03(g).
Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit may be reduced as agreed
between the L/C Issuers and the Borrower, without the consent of any other Person.


 


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


 


(p)          Currency
Equivalents. Each determination of the Dollar Equivalent of any L/C Obligations denominated in
an Approved Currency other than Dollars shall be based on the Exchange Rate (x) on the date of the related Letter of Credit Application
for purposes of the initial such determination for any L/C Obligations and (y) on the fourth Business Day prior to the date as
of which such Dollar Equivalent is to be determined, for purposes of any subsequent determination.


 


(q)          Policy
Limitations. No L/C Issuer nor any Affiliate thereof shall have any obligation to issue any Letter of Credit that would violate
any policies of such L/C Issuer or such Affiliate applicable to Letters of Credit generally; it being agreed and understood by
such L/C Issuer or such Affiliate thereof that such entity shall act in good faith and use commercially reasonable efforts to not
change such policies after the Closing Date in a manner that would limit its obligations under this Agreement (except as required
by law, r egulation, rule or regulatory guidance).


 


SECTION
2.04  Reserved.


 


SECTION
2.05  Prepayments.


 


(a)          Optional.
(i) The Borrower may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any
time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium
or penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be received by the Administrative Agent not
later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and
(B) one (1) Business Day prior to any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in
a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate
Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case,
if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate


 




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Lender of its receipt
of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this
Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan
shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section
3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select
the Borrowing or Borrowings (and the application of such prepayment to scheduled maturities of principal payments) to be repaid,
and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable
share as provided for under this Agreement.


 


(ii)         [Reserved].


 


(iii)        Notwithstanding
anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the
Borrower may rescind any notice of prepayment under Sections 2.05(a)(i) or 2.05(a)(ii) if such prepayment (i) would have resulted
from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise
be delayed or (ii) would have resulted from an initial public offering, which initial public offering shall not be consummated
or shall otherwise be delayed. Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) shall be applied in
an order of priority to repayments thereof required pursuant to Section 2.07(a) as directed by the Borrower and, absent such direction,
shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a).


 


(iv)        In
the event that, prior to six months following the Amendment No. 3 Effective Date, the Borrower (x) prepays, refinances, substitutes
or replaces any Term C Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant
to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement
or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent,
for the ratable account of each of the applicable Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of
the aggregate principal amount of the Term C Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause
(y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term C Loans amended or otherwise modified pursuant
to such amendment. If, prior to six months following the Amendment No. 3 Effective Date, any Term Lender that is a Non-Consenting
Lender and is replaced pursuant to Section 3.07(a) in connection with any amendment, amendment and restatement or other modification
of this Agreement resulting in a Repricing Transaction, such Term Lender (and not any Person who replaces such Term Lender pursuant
to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment
premium or fee described in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such
Repricing Transaction.


 


(v)         Notwithstanding
anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing or would
result therefrom and no proceeds of Revolving Credit Borrowings are applied to fund any such repayment, any Company Party may prepay
the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon
such prepayment) (or


 




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Holdings
or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) on the following basis:


 


(A)         Any
Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer
of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted
Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance
with this Section 2.05(a)(v); provided that no Company Party shall initiate any action under this Section 2.05(a)(v)
in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation
of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted
Prepayment Effective Date; or (II) at least three Business Days shall have passed since the date the Company Party was notified
that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range
or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date
of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers.


 


(B)         (1)         Subject
to the proviso to subsection (A) above, any Company Party may from time to time offer to make a Discounted Term Loan Prepayment
by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice;
provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term
Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer
shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”)
with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage
discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different
Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans
and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III)
the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000
in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The
Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form
of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its
delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (the
“Specified Discount Prepayment Response Date”).


 


(2)         Each
Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response
Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount
and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of
such Lender’s


 




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Term Loans
to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting
Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent
by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of
Specified Discount Prepayment.


 


(3)         If
there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term
Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding
amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2)
above; provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment
Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment
Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting
Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent
made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction
Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify
(I) the relevant Company Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective
Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender
of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at
the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if
any, and confirmation of the principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount
on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Company Party and such
Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice
to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with
subsection (F) below (subject to subsection (J) below).


 


(C)         (1)         Subject
to the proviso to subsection (A) above, any Company Party may from time to time solicit Discount Range Prepayment Offers by
providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided
that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Term Lender and/or
(y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify
the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”),
the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be
prepaid by such Company Party (it being understood that different Discount Ranges


 




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and/or
Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such
offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(C)), (III) the Discount Range Prepayment
Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV)
each such solicitation by a Company Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction
Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount
Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m.,
on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response
Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to
par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment
of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount
and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have
prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by
the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any
of its Term Loans at any discount to their par value within the Discount Range.


 


(2)         The
Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment
Response Date and shall determine (in consultation with such Company Party and subject to rounding requirements of the Auction
Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount
in accordance with this subsection (C). The relevant Company Party agrees to accept on the Discount Range Prepayment Response
Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order
from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par,
up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount
that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”)
which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment
Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept
prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented
to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3))
at the Applicable Discount (each such Term Lender, a “Participating Lender”).


 


(3)         If
there is at least one Participating Lender, the relevant Company Party will prepay the respective outstanding Term Loans of each
Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment
Offer at the Applicable Discount; provided that if the


 




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Submitted
Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range
Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted
Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”)
shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified
Participating Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the
Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”).
The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response
Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such solicitation, the Discounted
Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and
the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the
aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating
Lender of the aggregate principal amount and tranches of such Term Lender to be prepaid at the Applicable Discount on such date,
and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction
Agent of the amounts stated in the foregoing notices to the relevant Company Party and Term Lenders shall be conclusive and binding
for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable
by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J)
below).


 


(D)         (1)         Subject
to the proviso to subsection (A) above, any Company Party may from time to time solicit Solicited Discounted Prepayment Offers
by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice;
provided that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Term
Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify
the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche
or tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted
Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be
treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(D)), (III) the Solicited Discounted Prepayment Amount
shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such
solicitation by a Company Party shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction
Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the
Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later
than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Term Lenders (the “Solicited
Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted


 




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Prepayment
Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered
Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum
aggregate principal amount and tranches of such Term Loans (the “Offered Amount”) such Term Lender is willing
to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction
Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans
at any discount.


 


(2)         The
Auction Agent shall promptly provide the relevant Company Party with a copy of all Solicited Discounted Prepayment Offers received
on or before the Solicited Discounted Prepayment Response Date. Such Company Party shall review all such Solicited Discounted Prepayment
Offers and select the largest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted
Prepayment Offers that is acceptable to the Company Party (the “Acceptable Discount”), if any. If the Company
Party elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of
the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by such Company Party from
the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subsection (2)
(the “Acceptance Date”), the Company Party shall submit an Acceptance and Prepayment Notice to the Auction Agent
setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the
Company Party by the Acceptance Date, such Company Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers.


 


(3)         Based
upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted
Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Auction Agent will determine (in consultation with such Company Party and subject
to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches
of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the relevant Company Party at the Acceptable
Discount in accordance with this Section 2.05(a)(v)(D). If the Company Party elects to accept any Acceptable Discount, then
the Company Party agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted
Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable
Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater
than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its
Offered Amount (subject to any required pro rata reduction pursuant to the following sentence) at the Acceptable Discount (each
such Lender, a “Qualifying Lender”). The Company Party will prepay outstanding Term Loans pursuant to this subsection (D)
to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted
Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered


 




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Amount
by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted
Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is
greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata
among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the
Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole
reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the
Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Company Party of the Discounted
Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be
prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment
Amount of all Term Loans and the tranches to be prepaid to be prepaid at the Applicable Discount on such date, (III) each Qualifying
Lender of the aggregate principal amount and the tranches of such Term Lender to be prepaid at the Acceptable Discount on such
date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the
Auction Agent of the amounts stated in the foregoing notices to such Company Party and Term Lenders shall be conclusive and binding
for all purposes absent manifest error. The payment amount specified in such notice to such Company Party shall be due and payable
by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J)
below).


 


(E)         In
connection with any Discounted Term Loan Prepayment, the Company Parties and the Term Lenders acknowledge and agree that the Auction
Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from a Company
Party in connection therewith.


 


(F)         If
any Term Loan is prepaid in accordance with paragraphs (B) through (D) above, a Company Party shall prepay such Term Loans on the
Discounted Prepayment Effective Date. The relevant Company Party shall make such prepayment to the Administrative Agent, for the
account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative
Agent’s Office in immediately available funds not later than 11:00 a.m. on the Discounted Prepayment Effective Date and all
such prepayments shall be applied to the remaining principal installments of the relevant tranche of Loans on a pro rata basis
across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal
amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans
pursuant to this Section 2.05(a)(v) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or
Qualifying Lenders, as applicable, and shall be applied to the relevant Loans of such Lenders in accordance with their respective
Pro Rata Share. The aggregate principal amount of the tranches and installments of the relevant Term Loans outstanding shall be
deemed reduced by the full par value of




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the
aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted
Term Loan Prepayment. In connection with each prepayment pursuant to this Section 2.05(a)(v), the relevant Company Party shall
waive any right to bring any action against the Administrative Agent, in its capacity as such, in connection with any such Discounted
Term Loan Prepayment.


 


(G)         To
the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures
consistent with the provisions in this Section 2.05(a)(v), established by the Auction Agent acting in its reasonable discretion
and as reasonably agreed by the Borrower.


 


(H)         Notwithstanding
anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(v), each notice or other communication
required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction
Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided
that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the
opening of business on the next Business Day.


 


(I)         Each
of the Company Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties
under this Section 2.05(a)(v) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation
of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory
provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection
with any Discounted Term Loan Prepayment provided for in this Section 2.05(a)(v) as well as activities of the Auction Agent.


 


(J)         Each
Company Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make
a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice
or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount
Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Company Party to
make any prepayment to a Lender, as applicable, pursuant to this Section 2.05(a)(v) shall not constitute a Default or Event
of Default under Section 8.01 or otherwise).


 


(b)          Mandatory.
(i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with
the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a),
the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, an aggregate principal amount of
Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by
such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such fiscal year or after
year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid
pursuant to Section 2.05(a)(v) and Term Loans prepaid at a discount to par pursuant to


 




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Dutch Auctions during
such time, in each case, up to the actual cash purchase price thereof during such time) and (2) all voluntary prepayments of Revolving
Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent
the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately
preceding clauses (1) and (2), to the extent such prepayments are funded with the internally generated cash or borrowings under
the Revolving Credit Facility and, without duplication of any deduction from Excess Cash Flow in any prior period.


 


(ii)         If
(x) Holdings or any of its Restricted Subsidiaries Disposes of any property or assets (other than any Disposition of any property
or assets permitted by Sections 7.05 (a), (b), (c), (d), (e), (g), (h)(i), (i), (l), (n), (o), (p), (r), (s), (t) or (u)), or (y)
any Casualty Event occurs, which results in the realization or receipt by Holdings or Restricted Subsidiary of Net Proceeds, the
Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten
(10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Proceeds,
subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received;
provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any
Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with
the Liens securing Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of
such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”),
then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal
amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such
Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated
to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall
be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or
prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required
pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness
decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10)
Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.


 


(iii)        If
Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited
under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause
(b)(x) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or
prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.


 


(iv)        If
a Parent IPO occurs after the Closing Date, the Borrower shall cause to be offered to be prepaid Term Loans in an aggregate principal
amount equal to 100% of the Declined IPO Proceeds (as defined in the Bridge Loan Agreement) on or prior to the date which is the
later of (A) five (5) Business Days after the receipt by Holdings or the Borrower


 




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of such Parent
IPO Proceeds and (B) one (1) Business Day after notice to the Borrower in accordance with Section 2.05(b) of the Bridge Loan Agreement
that any Parent IPO Proceeds constitute Declined IPO Proceeds (as defined in the Bridge Loan Agreement).


 


(v)         If
for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in
effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the
Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid (in any event, within five
Business Days) Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess;
provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v)
unless after the prepayment in full of the Revolving Credit Loans such aggregate Outstanding Amount exceeds the aggregate Revolving
Credit Commitments then in effect.


 


(vi)        Except
with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request
or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each
prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding
(provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall
be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one
or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B)
with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall
be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct
order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares
of such prepayment.


 


(vii)       The
Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant
to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each
such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment.
The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice
and of such Appropriate Lender’s Pro Rata Share of the prepayment.


 


(viii)      Funding
Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency
Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate
Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall
have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b),
prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such
prepayment otherwise required to be made thereunder into a Cash Collateral Account 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


 




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such
Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative
Agent shall also 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 the outstanding Loans in accordance with this Section 2.05(b).


 


(ix)         Term
Opt-out of Prepayment. With respect to each prepayment of Term Loans required pursuant to Section 2.05(b), (A) each Lender
of Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative
Agent within one (1) Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment
(and the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause (B) below), (B) the Borrower
will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to
Section 2.05(b)(vii) and (C) any prepayment refused by Lenders of Term Loans (such refused amounts, the “Declined Proceeds”)
may be retained by the Borrower.


 


(x)          In
connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.05(b), such prepayments
shall be applied on a pro rata basis to the then outstanding Term Loans of the applicable Class or Classes being prepaid irrespective
of whether such outstanding Term Loans are Base Rate 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 2.05(b)(ix), then, with respect to such mandatory
prepayment, the amount of such mandatory prepayment within any tranche of Term Loans shall be applied first to Term Loans of such
tranche that are Base Rate Loans to the full extent thereof before application to Term Loans of such tranche 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 3.05.


 


(xi)         Foreign
Dispositions. Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net Proceeds
of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign
Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States or Luxembourg, 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 this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local
law will not permit repatriation to the United States or Luxembourg (the Borrower hereby agreeing to cause the applicable Foreign
Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once
such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be
used to make an offer of prepayment pursuant to Sections 2.05(b)(i) or 2.05(b)(ii), is permitted under the applicable local law,
such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any
event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as
a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05 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 or Foreign Subsidiary Excess
Cash Flow would have material adverse tax cost consequences with respect to such Net Proceeds or Excess Cash Flow, such


 




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Net Proceeds
or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that in the case of this
clause (ii), on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied
to reinvestments or prepayments pursuant to Section 2.05(b) or any such Excess Cash Flow would have been required to be applied
to prepayments pursuant to Section 2.05(b), the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such
reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather
than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net
Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if
received by such Foreign Subsidiary); provided that any such prepayment pursuant to this clause (ii) shall be deemed a mandatory
prepayment made pursuant to Section 2.05(b) and not a voluntary prepayment for purposes of calculating Excess Cash Flow or any
Excess Cash Flow prepayment under Section 2.05(b)(i).


 


(xii)        If
at the time of each prepayment of Term Loans pursuant to Section 2.05(b)(ii) or, except with respect to Loans incurred in connection
with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment or Section
2.05(b)(iii), so long as the Borrower is required to apply such amounts to any outstanding Unsecured Bridge Loans, then the Borrower
shall not be required to prepay Term Loans pursuant to this Section 2.05(b) and shall instead apply such Net Proceeds to repay
Unsecured Bridge Loans pursuant to the Bridge Loan Agreement.


 


SECTION
2.06  Termination or Reduction of Commitments.


 


(a)          Optional.
The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time
to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i)
any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in a minimum aggregate amount of $5,000,000, or any whole multiple of $1,000,000, in excess
thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter
of Credit Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount
of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit unless
otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination
of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing
shall not be consummated or otherwise shall be delayed.


 


(b)          Mandatory.
The Initial Term Commitment of each Term Lender of each Class shall be automatically and permanently reduced to $0 upon the funding
of Initial Term Loans of such Class to be made by it on the Closing Date. The Revolving Credit Commitment of each Class shall automatically
and permanently terminate on the Maturity Date with respect to such Class of Revolving Credit Commitments. The Additional Term
B Commitment of each Additional Term B Lender shall be automatically and permanently reduced to $0 upon the funding of Additional
Term B Loans on the Amendment No. 2 Effective Date. The commitment of each Term B Lender to make Increased Term B Loans shall be
automatically and permanently reduced to $0 upon the funding of the Increased Term B Loans on the Amendment No. 2 Effective Date.
The Additional Term C Commitment of each Additional Term C Lender shall be automatically and permanently reduced to $0 upon the
funding of


 




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Additional Term C Loans
on the Amendment No. 3 Effective Date. The commitment of each Term C Lender to make Increased Term C Loans shall be automatically
and permanently reduced to $0 upon the funding of the Increased Term C Loans on the Amendment No. 3 Effective Date.


 


(c)          Application
of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any termination
or reduction of unused portions of the Letter of Credit Sublimit or the unused Commitments of any Class under this Section 2.06.
Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s
Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender
as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination.


 


SECTION
2.07  Repayment of Loans.


 


(a)          Term
Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business
Day of each February, May, August and November, commencing with February 28, 2017, an aggregate principal amount equal to 0.25%
of the aggregate principal amount of all Term C Loans outstanding on the Amendment No. 3 Effective Date (which payments shall be
reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05, including,
for the avoidance of doubt, any prepayments pursuant to Section 2.05(a) made prior to the Amendment No. 3 Effective Date) and (ii)
on the Maturity Date for the Term C Loans, the aggregate principal amount of all Term C Loans outstanding on such date. In the
event any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such Incremental Term Loans, Refinancing
Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on the dates set forth in
the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date
thereof.


 


(b)          Revolving
Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the
applicable Maturity Date for the Revolving Credit Facilities of a given Class the aggregate principal amount of all of its Revolving
Credit Loans of such Class outstanding on such date.


 


SECTION
2.08  Interest.


 


(a)          Subject
to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof
for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate;
and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)          During
the continuance of a Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder at
a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws;
provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall
be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and
payable upon demand.


 




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(c)          Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


SECTION
2.09  Fees.


 


In addition to
certain fees described in Sections 2.03(h) and (i):


 


(a)          Commitment
Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility
in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars
equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the
aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit
Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment
fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became
a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender,
except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and
provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as
such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the
Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each February,
May, August and November, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date
and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and
if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(b)          Other
Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and
at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except
as expressly agreed between the Borrower and the applicable Agent).


 


SECTION
2.10  Computation of Interest and Fees.


 


All computations
of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of three
hundred and sixty-five (365) days, or three hundred and sixty-six (366) days, as applicable, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed.
Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it
is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 




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SECTION
2.11  Evidence of Indebtedness.


 


(a)          The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced
by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation
Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained
by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect
to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute
and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type
(if applicable), amount, currency and maturity of its Loans and payments with respect thereto.


 


(b)          In
addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing
the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts
and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest error.


 


(c)          Entries
made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its
account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest
due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of
such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided
that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the
Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and
the other Loan Documents.


 


SECTION
2.12  Payments Generally.


 


(a)          All
payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to an Approved 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 for Dollar-denominated payments and in Same Day Funds not later than 1:00 p.m. New York City
time on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder in an
Approved 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 Approved Currency and in Same Day Funds not later than 2:00
p.m. (London time) (or, if earlier, 9:00


 




    	 	104	 



     


    

 


a.m. New York city
time) on the dates specified herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment
hereunder in an Approved Currency, the Borrower shall make such payment in Dollars at the Exchange Rate for such Approved Currency
payment amount. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable
share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending
Office. All payments received by the Administrative Agent after the time specified above shall in each case be deemed received
on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.


 


(b)         Except
as otherwise provided herein, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees,
as the case may be; provided that if such extension would cause payment of interest on or principal of Eurocurrency Rate
Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.


 


(c)          Unless
the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to
the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so
required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Same Day Funds, then:


 


(i)          if
the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of
such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each
day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount
is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate, plus any reasonable administrative, processing
or similar fees customarily charged by the Administrative Agent in connection with the foregoing; and


 


(ii)         if
any Lender failed to make such payment (including, without limitation, failure to fund participations in respect of any Letter
of Credit), such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together
with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to
the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum
equal to the applicable Overnight Rate, plus any reasonable administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing. When such Lender makes payment to the Administrative Agent (together with
all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid
in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount (including, without limitation, failure to fund participations in respect of any Letter of Credit) forthwith
upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and
the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a
rate


 




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per annum
equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against
any Lender as a result of any default by such Lender hereunder.


 


A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest
error.


 


(d)          If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions
to the applicable Credit Extension set forth in Article IV or in the applicable Incremental Amendment, Extension Amendment or Refinancing
Amendment are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in
like funds as received from such Lender) to such Lender, without interest.


 


(e)          The
obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The
failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender
to so make its Loan or purchase its participation.


 


(f)          Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute
a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.


 


(g)          Whenever
any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay
in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other
Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent
and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application
to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents
do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted
by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders
in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such
time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the
outstanding Loans or other Obligations then owing to such Lender.


 


SECTION
2.13  Sharing of Payments.


 


If, other
than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations
in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise)
in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders, at a cash price equal to the par amount thereof, plus all accrued
and unpaid interest and fees thereon, such participations in the Loans made by them and/or such subparticipations in the participations
in L/C


 




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Obligations
held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect
of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion
of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent
be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s
required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable
by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For avoidance of doubt,
the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence
of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation
from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right
of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor
of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall
from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the
original owner of the Obligations purchased.


 


SECTION
2.14  Incremental Credit Extensions.


 


(a)          Incremental
Commitments. The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent
(an “Incremental Loan Request”), request (A) one or more new commitments which may be in the same Facility as
any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan Increase”) or a new Class of term
loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more
increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”) or the establishment
of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Commitment Increases,
the “Incremental Revolving Credit Commitments” and the Incremental Revolving Credit Commitments, collectively
with any Incremental Term Commitments, the “Incremental Commitments”), whereupon the Administrative Agent shall
promptly deliver a copy to each of the Lenders.


 


(b)          Incremental
Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new
Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all
purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are
effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14,
(i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan”)
in an amount equal to its Incremental Term Commitment of such Class and (ii) each


 




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Incremental
Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the
Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving
Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including
through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14,
(i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (when borrowed,
an “Incremental Revolving Credit Loan” and collectively with any Incremental Term Loan, an “Incremental
Loan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving
Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such
Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. Notwithstanding the foregoing, Incremental
Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans and Incremental
Revolving Credit Loans (and any related Commitments of such Incremental Revolving Credit Loans) may have identical terms to any
of the Revolving Credit Loans (and related Commitments) and be treated as the same Class as any of such Revolving Credit Loans
(and any related Commitments of such Incremental Revolving Credit Loans (and related Commitments)) .


 


(c)          Incremental
Loan Request. Each Incremental Loan Request from the Borrower pursuant to this Section 2.14 shall set forth the requested
amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Credit Commitments. Incremental Term
Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender (but each existing Lender
will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing
lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other
financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing
such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable,
and, collectively, the “Incremental Lenders”); provided that the Administrative Agent, and each L/C Issuer
shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such
Incremental Term Loans or providing such Revolving Commitment Increases to the extent such consent, if any, would be required under
Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender.


 


(d)         Effectiveness
of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall
be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the
following conditions:


 


(i)          (x)
if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition or similar Investment, no Event
of Default under Sections 8.01(a) or (f) shall have occurred and be continuing at the time of entering into a definitive agreement
in respect thereof, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving
effect to such Incremental Commitments;


 


(ii)         after
giving effect to such Incremental Commitments, the conditions of Sections 4.02(i) shall be satisfied (it being understood
that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed
to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such


 




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Incremental
Commitments are being used to finance a Permitted Acquisition or similar Investment, (x) the reference in 4.02(i) to the accuracy
of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified
Representations and (y) the reference to “Material Adverse Effect” in the Specified Representations shall be understood
for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement
governing such Permitted Acquisition;


 


(iii)        [reserved];


 


(iv)        each
Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment
of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability
under the limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal
amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less
than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence);


 


(v)         the
aggregate amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not exceed (1)
$50,000,000 (which shall be in the form of Incremental Revolving Credit Commitments), plus (2) the sum of (A) $300,000,000,
less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) at or prior to such time plus (B)
all voluntary prepayments of Term Loans and voluntary commitment reductions of Revolving Credit Commitments prior to or
simultaneous with the Incremental Facility Closing Date (excluding (i) voluntary prepayments of Incremental Term Loans and
voluntary commitment reductions of Incremental Revolving Credit Commitments, to the extent such Incremental Term Loans and
Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below and (ii) voluntary prepayments from the
proceeds of Indebtedness), plus (C) additional unlimited amounts so long as (i) in the case of Indebtedness secured on a pari
passu basis with the Liens securing the Obligations, the Consolidated First Lien Net Leverage Ratio, determined on a Pro
Forma Basis as of the last day of the most recently ended period of four consecutive
fiscal quarters for which financial statements are internally available, as if any Incremental Term Loans or Incremental Revolving
Credit Commitments, as applicable, available under such Incremental Commitments had been outstanding on the last day of such period,
and, in each case (x) with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of
Loans available thereunder, and (y) without netting the cash proceeds of any such Incremental Loans, does not exceed 4.15 to 1.00,
(ii) in the case of Indebtedness secured on a junior basis to Liens securing the Obligations, the Consolidated Secured Net Leverage
Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters
for which financial statements are internally available, as if any Incremental Term Loans available under such Incremental Commitments
had been outstanding on the last day of such period, and without netting the cash proceeds of any such Incremental Loans, does
not exceed 4.15 to 1.00 or (iii) in the case of any
Indebtedness contractually subordinated in right of payment to the Obligations or unsecured Indebtedness, either (1) the Consolidated
Total Net Leverage Ratio does not exceed 4.95 to 1.00 or (2) the Fixed Charge Coverage Ratio is no less than 2.00 to 1.00, in each
case determined on a Pro Forma Basis as of the last day of the most recently ended period of four 


 




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consecutive
fiscal quarters for which financial statements are internally available as if any Incremental Term Loans under such Incremental
Commitments had been outstanding on the last day of such period, and without netting the cash proceeds of any such Incremental
Loans; and


 


(vi)        such
other conditions as the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent shall
agree.


 


(e)          Required
Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental
Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between
the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein,
to the extent not consistent with the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental
Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially
less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken
as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five
(5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material
terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined
in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless
the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination
(including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of
such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory
to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of
any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent
that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the
benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent.
In any event:


 


(i)          the
Incremental Term Loans:


 


(A)         shall
rank pari passu or junior in right of payment or of security with the initial Revolving Credit Loans (and related Commitments)
and the initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements
reasonably satisfactory to the Administrative Agent), or shall be unsecured


 


(B)         shall
not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term
Loans,


 


(C)         shall
have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term C Loans (without
giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Term C Loans),


 




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(D)         shall
have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined
by the Borrower and the applicable Incremental Term Lenders, and


 


(E)         the
Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis)
in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.


 


(ii)         any
Revolving Commitment Increase shall be on the same terms (including maturity date and interest rates) and pursuant to the same
documentation (other than the Incremental Amendment evidencing any such Revolving Commitment Increase) applicable to the existing
Revolving Credit Facility, the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical
to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date, the All-In Yield and as set forth
in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:


 


(A)         any
such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment
and of security with the Revolving Credit Loans and the Term Loans,


 


(B)         any
such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for scheduled amortization
or mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time
of incurrence of such Incremental Revolving Credit Commitments,


 


(C)         the
borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments
(and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and
(3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below))
of Loans with respect to Incremental Revolving Credit Commitments after the associated


Incremental
Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility
Closing Date,


 


(D)         subject
to the provisions of Sections 2.03(n) to the extent dealing with Letters of Credit which mature or expire after a maturity date
when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated
on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on
the Incremental Facility Closing Date (and except as provided in Section 2.03(n), without giving effect to changes thereto
on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued),


 


(E)         the
permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after
the associated


 




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Incremental
Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility
Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on
a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,


 


(F)         assignments
and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the
same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental
Facility Closing Date, and


 


(G)         any
Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the
Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date.


 


(iii)        the
amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental
Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth
in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term
Loan Commitments (other than with respect Incremental Loans up to an amount not to exceed $150,000,000 to the extent incurred to
finance a Permitted Acquisition or other acquisition not prohibited by this Agreement), in each case) that are secured on a pari
passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield
payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans or Revolving
Credit Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”)
then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each
Class of Term Loans, as applicable, shall be increased by the applicable Yield Differential; provided, further that, if
any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable
to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In
Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to
the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency
and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such
differential between interest rate floors.


 


(f)          Incremental
Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitment shall become Commitments
(or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase
in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental
Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental
Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other
Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the reasonable opinion of the Administrative Agent


 




    	 	112	 



     


    

 


and the Borrower,
to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Incremental
Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental
Term Loans or Incremental Revolving Credit Commitments, unless it so agrees.


 


(g)          Reallocation
of Revolving Credit Exposure. Upon any Incremental Facility Closing Date on which Incremental Revolving Credit Commitments
are effected through an increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates
to the Revolving Credit Facility, each of the Revolving Credit Lenders immediately prior to such increase will automatically and
without further act be deemed to have assigned to each of the Incremental Revolving Credit Lenders, and each of the Incremental
Revolving Credit Lenders shall automatically and without further act be deemed to have purchased from each such existing Revolving
Credit Lender, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and
Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Incremental Facility
Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such participations
and Revolving Credit Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in
accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments
to the Revolving Credit Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving
Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each Incremental
Revolving Credit Lender shall become a Lender with respect to the Incremental Revolving Credit Commitments and all matters relating
thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Sections 2.02
and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.


 


(h)         This
Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


SECTION
2.15  Refinancing Amendments.


 


(a)          On
one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution
or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing
Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided
that the Administrative Agent, and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s
or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments
to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit
Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided that notwithstanding anything to the
contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees
at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity
date of the Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination
of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining
any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject
to the provisions of Section 2.03(n) to the extent dealing with Letters of Credit which mature or expire after a maturity
date when there exist Other Revolving


 




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Credit Commitments
with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in
accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n), 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 Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the
date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments,
except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a
pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations
of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation
provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.


 


(b)          The
effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set
forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent
of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing
Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form
of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the
Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing
Indebtedness is provided with the benefit of the applicable Loan Documents.


 


(c)          Each
issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that
is (x) not less than $20,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.


 


(d)          Each
of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment,
without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms
of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and
the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent
of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions
of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing
Amendment.


 


SECTION
2.16  Extension of Term Loans; Extension of Revolving Credit Loans.


 


(a)          Extension
of Term Loans. The Borrower may at any time and from time to time request that all or a portion of the Term Loans of a given
Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect
to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so amended, “Extended
Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended
Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of
the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting
forth the proposed terms of the


 




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Extended Term
Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including
as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and
(y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended,
except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later
dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent
provided in the applicable Extension Amendment; (ii) the All-In Yield with respect to the Extended Term Loans (whether in the form
of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Term
Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the
Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that
is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans);
and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided
that no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Existing Term Loan Tranche
from which such Extended Term Loans were amended are repaid in full, unless such optional prepayment is accompanied by at least
a pro rata optional prepayment of such Existing Term Loan Tranche; provided, however, that (A) in no event shall
the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be
earlier than the then Latest Maturity Date of any then existing Term Loans hereunder, (B) the Weighted Average Life to Maturity
of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter (other
than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Term Loans)
than the remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche, (C) any such Extended Term Loans (and the
Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement
is then in effect), (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E)
any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis)
in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension
Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term
Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended
Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated
as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term
Loan Extension Series of Extended Term Loans incurred under this Section 2.16 shall be in an aggregate principal amount that
is not less than $20,000,000.


 


(b)          Extension
of Revolving Credit Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving
Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturity
Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments
which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent
with this Section 2.16. In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice
to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver
Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit
Commitments to be established, which shall (x) be identical as offered to each


 




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Lender under
such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender
under such Existing Revolver Tranche and (y) be identical to the Revolving Credit Commitments under the Existing Revolver Tranche
from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving
Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such Existing Revolver
Tranche, to the extent provided in the applicable Extension Amendment; (ii) the All-In Yield with respect to extensions of credit
under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, commitment fees, original
issue discount or otherwise) may be different than the All-In Yield for extensions of credit under the Revolving Credit Commitments
of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension
Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect
on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments);
and (iv) all borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended
Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata
basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings)
and (II) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments); provided, further,
that (A) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series
at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder,
(B) any such Extended Revolving Credit Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor
Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of such Extension
Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension
Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments
for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver
Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established
Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving
Credit Commitments incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000.


 


(c)          Extension
Request. The Borrower shall provide the applicable Extension Request at least three (3) Business Days prior to the date on
which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond, and shall
agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably
to accomplish the purposes of this Section 2.16. No Lender shall have any obligation to agree to have any of its Term Loans
of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Revolving Credit Commitments amended into Extended
Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term
Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the
Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each,
an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments
under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable,
shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such
Extension Request of the amount of its


 




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Term Loans
under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which
it has elected to request be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable (subject
to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount
of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable,
in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension
Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended
pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall
be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the
Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments,
as applicable, included in each such Extension Election.


 


(d)          Extension
Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each,
an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending
Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment,
as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.16(a) or (b) above, respectively
(but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to
the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested
by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates
consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change
in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation
agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order
to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of
the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension
Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to
an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect
the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto,
(ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an
Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate
principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably
to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth
in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto,
(iv) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second
paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments
to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative
Agent and the Borrower, to effect the provisions of this Section 2.16, and the Required Lenders hereby expressly authorize the
Administrative Agent to enter into any such Extension Amendment.


 




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(e)          No
conversion of Loans pursuant to any Extension in accordance with this Section 2.16 shall constitute a voluntary or mandatory
payment or prepayment for purposes of this Agreement.


 


SECTION
2.17  Defaulting 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 10.01.


 


(ii)         Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), 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 or the Collateral Agent hereunder; second, to the payment on
a pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuers hereunder; third, if so determined by the
Administrative Agent or requested by any L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting
Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event
of Default has occurred and is continuing or would result therefrom), to the funding of any Loan in respect of which that Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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 L/C Issuers or as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, any L/C Issuer or against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Default or Event of Default has occurred and is continuing, 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 L/C Borrowings in respect of which that Defaulting Lender
has not fully funded its appropriate share and (y) such Loans or L/C Borrowings 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 L/C Borrowings owed
to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings 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 2.17(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 (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any
period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of
Credit fees as provided in Section 2.03(h).


 


(iv)        Reallocation
of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, 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
pursuant to Sections 2.03, the Pro Rata Share of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations
shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation
shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has
occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit and shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting
Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender. Subject to Section 10.23, no reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation. If the allocation described in this clause (iv) cannot, or can only partially, be effected,
the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the L/C
Issuers’ Fronting Exposure in accordance with the procedures satisfactory to such L/C Issuer (in its sole discretion).


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, and the L/C Issuers 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 Revolving
Credit Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance
with their Pro Rata Share (without giving effect to Section 2.17(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 Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 




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Article
III

Taxes, Increased Costs Protection and Illegality


 


SECTION
3.01  Taxes.


 


(a)          Except
as provided in this Section 3.01, any and all payments made by or on account of the Borrower (the term Borrower under Article III
being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor under any Loan Document
shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, assessments
or withholdings (including backup withholding) or similar charges imposed by any Governmental Authority including interest, penalties
and additions to tax (collectively “Taxes”), except as required by applicable Law. If the Borrower, any Guarantor
or other applicable withholding agent shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under
any Loan Document to any Agent or any Lender, (A) to the extent the Tax in question is an Indemnified Tax, the sum payable by the
Borrower or such Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable
to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it
would have received had no such deductions been made, (B) the applicable withholding agent shall make such deductions, (C) the
applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
Laws, and (D) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty
(30) days, as soon as possible thereafter), if the Borrower or any Guarantor is the applicable withholding agent, shall furnish
to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence reasonably
acceptable to such Agent or Lender.


 


(b)          In
addition, each Loan Party agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property,
intangible or mortgage recording taxes, or charges or levies of the same character, imposed by any Governmental Authority, which
arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of,
or otherwise with respect to, any Loan Document (including additions to tax, penalties and interest related thereto) excluding,
in each case, such amounts that result from (A) an Agent or Lender’s Assignment and Assumption, grant of a participation,
transfer or assignment to or designation of a new applicable Lending Office or other office for receiving payments under any Loan
Document (collectively, “Assignment Taxes”) to the extent such Assignment Taxes result from a connection that
the Agent or Lender has with the taxing jurisdiction other than the connection arising out of the Loan Documents or the transactions
therein, except for such Assignment Taxes resulting from assignment or participation that is requested or required in writing by
the Borrower or (B) any Luxembourg registration duties (droits d’enregistrement) and/or stamp duties (droits de
timbre) due to a registration, submission or filing by any Agent or any Lender of any Loan Document but only to the extent
that such registration, submission or filing is made on a purely voluntary basis by such Agent or Lender which shall mean that
such registration, submission or filing is (a) not mandatory and (b) not required to maintain, defend or preserve the rights of
such Agent or Lender under the Loan Documents (all such non-excluded Taxes described in this Section 3.01(b) being hereinafter
referred to as “Other Taxes”) or (C) upon a voluntary registration made by the Agent or any Lender if such registration
is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of the Agent or such Lender under
the Loan Documents.


 


(c)          Each
Loan Party agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes payable
by such Agent or such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability prepared in good faith by such Agent or Lender (or by an Agent on behalf of such Lender), accompanied
by a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts shall be conclusive
absent manifest error.


 




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(d)          Each
Lender (which shall, for purposes of this Section 3.01(d) include any Administrative Agent to whom payment is made)shall,
at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative
Agent with any documentation prescribed by Law certifying as to any entitlement of such Lender to an exemption from, or reduction
in, withholding Tax with respect to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever
a lapse in time or change in circumstances renders such documentation obsolete or inaccurate in any material respect, deliver promptly
to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably
requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability
to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments
under any Loan Document to or for a Lender are not subject to withholding Tax or are subject to such Tax at a rate reduced by an
applicable tax treaty, the Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required
to be withheld by applicable Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this
clause (d), a Lender shall not be required to deliver any form pursuant to this clause (d) that such Lender is not legally able
to deliver. Without limiting the foregoing:


 


(i)          Each
Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative
Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies
of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from federal backup withholding.


 


(ii)         Each
Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the
Administrative Agent on or before the date on which it becomes a party to this Agreement whichever of the following is applicable:


 


(A)         two
properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms)
claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation
as required under the Code,


 


(B)         two
properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),


 


(C)         in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (a) a United
States Tax Compliance Certificate and (b) two properly completed and duly signed original copies of Internal Revenue Service Form
W-8BEN or W-8BEN-E (or any successor form), or


 


(D)         to
the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), Internal
Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, United States
Tax Compliance Certificate, Form W-9, Form W-8IMY and/or any other required information from each beneficial owner, as applicable
(provided that if the Lender is a partnership, and one


 




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or
more beneficial partners of such Lender are claiming the portfolio interest exemption, the United States Tax Compliance Certificate
may be provided by such Lender on behalf of such partner).


 


(iii)        If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations
under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment.


 


(e)          Any
Lender claiming any additional amounts payable pursuant to this Section 3.01 and Section 3.04(a) shall, if requested by the Borrower,
use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by
the Borrower) if such a change or other measures would reduce any such additional amounts (including any such additional amounts
that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense
or be otherwise materially disadvantageous to such Lender.


 


(f)          If
any Lender or Agent receives a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional
amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to such Loan
Party (but only to the extent of indemnification or additional amounts paid by such Loan Party under this Section 3.01 with respect
to Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes)
of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority
with respect to such refund); provided that such Loan Party, upon the request of the Lender or Agent, as the case may be,
agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority)
to such party in the event such party is required to repay such refund to the relevant taxing authority. This section shall not
be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating
to Taxes that it deems confidential) to the Borrower or any other person.


 


(g)          For
the avoidance of doubt, the term “Lender” for purposes of this Section 3.01 shall include each L/C Issuer.


 


SECTION
3.02  Illegality.


 


If any Lender
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender
or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based
upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation
of such Lender to make or continue Eurocurrency Rate Loans


 




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in the affected
currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency
Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable
Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue
to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest
on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section
3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will
not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.


 


SECTION
3.03  Inability to Determine Rates.


 


If the Required
Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate
for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in a given Approved Currency or that the Eurocurrency
Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in such Approved Currency does not adequately
and fairly reflect the cost to such Lenders of funding such Loan or that deposits in the applicable Approved Currency in which
such proposed Eurocurrency Rate Loan is to be denominated are not being offered to banks in the applicable offshore interbank market
for the applicable amount and the Interest Period of such Eurocurrency Rate Loan in the applicable Approved Currency, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency
Rate Loans in the affected Approved Currency shall be suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans denominated in the affected Approved Currency or, failing that, will be deemed to
have converted such request, if applicable, into a request for a Borrowing of Base Rate Loan in the amount specified therein.


 


SECTION
3.04  Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.


 


(a)          If
any Lender or L/C Issuer reasonably determines that as a result of the introduction of or any change in or in the interpretation
of any Law, in each case after the Closing Date, or such Lender’s or L/C Issuer’s compliance therewith, there shall
be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any Loans or (as
the case may be) issuing or participating in, issuing or maintaining any Letters of Credit (or of maintaining its obligation to
participate in or to issue any Letters of Credit), or a reduction in the amount received or receivable by such Lender or L/C Issuer
in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in
amount resulting from (i) Indemnified Taxes or Other Taxes, or any Taxes excluded from the definition of Indemnified Taxes or (ii)
reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such
Lender or L/C Issuer of making or maintaining the Loan (or of maintaining its obligations to make any Loan), or to reduce the amount
of any sum received or


 




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receivable by such
Lender, then from time to time within fifteen (15) days after demand by such Lender or L/C Issuer setting forth in reasonable detail
such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower
shall pay to such Lender or L/C Issuer such additional amounts as will compensate such Lender or L/C Issuer for such increased
cost or reduction. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (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 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; provided,
that to the extent any increased costs or reductions are incurred by any Lender or L/C Issuer as a result of any requests,
rules, guidelines or directives promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act or pursuant to
Basel III after the Closing Date, then such Lender or L/C Issuer shall be compensated pursuant to this Section 3.04 only if such
Lender or L/C Issuer imposes such charges under other syndicated credit facilities involving similarly situated borrowers that
such Lender is a lender under or such or L/C Issuer is a letter of credit issuer under.


 


(b)          If
any Lender or L/C Issuer determines that the introduction of any Law regarding capital adequacy or liquidity requirements or any
change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending
Office) or L/C Issuer therewith, has the effect of reducing the rate of return on the capital of such Lender or L/C Issuer or any
Person controlling such Lender or L/C Issuer as a consequence of such Lender’s or L/C Issuer’s obligations hereunder
(taking into consideration its policies with respect to capital adequacy and liquidity requirements and such Lender’s or
L/C Issuer’s desired return on capital), then from time to time upon demand of such Lender or L/C Issuer setting forth in
reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative
Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender or L/C Issuer such additional amounts as will
compensate such Lender or L/C Issuer (or the Person controlling such Lender or L/C Issuer, as applicable) for such reduction within
fifteen (15) days after receipt of such demand.


 


(c)          The
Borrower shall pay to each Lender and L/C Issuer, (i) as long as such Lender or L/C Issuer shall be required to maintain reserves,
capital or liquidity with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional
interest on the unpaid principal amount of each applicable Eurocurrency Rate Loan of the Borrower equal to the actual costs of
such reserves, capital or liquidity allocated to such Loan by such Lender or L/C Issuer (as determined by such Lender or L/C Issuer
in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender or L/C
Issuer shall be required to comply with any reserve ratio, capital or liquidity requirement or analogous requirement of any other
central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any
Eurocurrency Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary,
to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender or L/C Issuer
(as determined by such Lender or L/C Issuer in good faith, which determination shall be conclusive absent manifest error) which
in each case shall be due and payable on each date on which interest is payable on such Loan; provided the Borrower shall
have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest
or cost from such Lender or L/C Issuer. If a


 




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Lender or L/C
Issuer fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall
be due and payable fifteen (15) days from receipt of such notice.


 


(d)          Failure
or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section 3.04 shall not constitute a waiver
of such Lender’s or L/C Issuer’s right to demand such compensation.


 


(e)          If
any Lender or L/C Issuer requests compensation under this Section 3.04, then such Lender or L/C Issuer will, if requested by the
Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by
such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender or L/C Issuer,
cause such Lender or L/C Issuer and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and
provided, further, that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower
or the rights of such Lender or L/C Issuer pursuant to Sections 3.04(a), (b), (c) or (d).


 


SECTION
3.05  Funding Losses.


 


Upon written
demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender
for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrower on a day other than the last day
of the Interest Period for such Loan;


 


(b)          any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Borrower, including any loss or expense
(excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan
or from fees payable to terminate the deposits from which such funds were obtained.


 


For purposes
of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded
each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London
interbank Eurodollar market for the applicable currency for a comparable amount and for a comparable period, whether or not such
Eurocurrency Rate Loan was in fact so funded.


 


SECTION
3.06  Matters Applicable to All Requests for Compensation.


 


(a)          Any
Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the
additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining
such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.


 


(b)          With
respect to any Lender’s claim for compensation under Sections 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required
to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender
notifies the Borrower of the event that gives rise to such claim; provided that if the circumstance giving rise to such
claim is retroactive, then such 180-day period referred to above shall be extended to include the period of


 




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retroactive
effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender
(with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to
another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the
event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be
applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.


 


(c)          If
the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate
Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically
converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest
Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier
date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Sections
3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:


 


(i)          to
the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that
would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate
Loans; and


 


(ii)         all
Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall
be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted
into Eurocurrency Rate Loans shall remain as Base Rate Loans.


 


(d)          If
any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Sections
3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this
Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when
Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s
Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency
Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest
Periods) in accordance with their respective Commitments for the applicable Facility.


 


SECTION
3.07  Replacement of Lenders under Certain Circumstances.


 


(a)          If
at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 (with
respect to Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any
Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting
Lender, (iii) any Lender elects not to be an Extending Term Lender or an Extending Revolving Credit Lender or (iv) any Lender becomes
a Non-Consenting Lender, then the Borrower may so long as no Event of Default has occurred and is continuing, at its sole cost
and expense, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, (x) replace


 




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such Lender
by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee
to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (in respect of any applicable
Facility only in the case of clause (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided
that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender
or other such Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation
under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment
will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender
becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with
all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or
(y) terminate the Commitment of such Lender or L/C Issuer (in respect of any applicable Facility only in the case of clause (i)
or clause (iv)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower
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 L/C Issuer, repay all Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held
by the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer 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) to cause the adoption of the applicable departure, waiver or amendment of the Loan
Documents and such termination shall be in respect of any applicable Facility only in the case of clause (i) or, with respect to
a Class vote, clause (iv).


 


(b)          Any
Lender being replaced pursuant to Section 3.07(a)(x) above shall (i) execute and deliver an Assignment and Assumption with respect
to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations in respect thereof, and
(ii) deliver any Notes 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 Commitment and outstanding
Loans and participations in L/C Obligations, (B) all obligations of the Borrower owing to the assigning Lender relating to the
Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently
with such Assignment and Assumption (provided that Obligations other than with respect to the principal of the Loans may
be paid by the Borrower) and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender
of 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. In connection
with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative
Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which
the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then
such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without
any action on the part of the Non-Consenting Lender or Defaulting Lender.


 


(c)          Notwithstanding
anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that
it has any Letter of Credit outstanding


 




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hereunder unless
arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a backup standby letter of credit in form
and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash
collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect
to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except
in accordance with the terms of Section 9.09.


 


(d)          In
the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of
any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires
the agreement of each Lender, each affected Lender or each affected Lender of a certain Class in accordance with the terms of Section
10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent,
waiver or amendment involving all affected Lenders of a certain Class, the Required Class Lenders as applicable) have agreed to
such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting
Lender.”


 


(e)          For
the avoidance of doubt, any amounts owning to a Non-Consenting Lender or a Lender electing not to be an Extending Term Lender or
an Extending Revolving Lender under Section 2.5(a) shall be required to be paid as a condition to replacing or terminating such
Lender under this Section 3.07.


 


SECTION
3.08  Survival.


 


All of the
Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.


 


Article
IV

Conditions Precedent to Credit Extensions


 


SECTION
4.01  Conditions to Initial Credit Extension.


 


The obligation
of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions
precedent, except as otherwise agreed between the Borrower and the Administrative Agent:


 


(a)          The
Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each
in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)          a
Committed Loan Notice in accordance with the requirements hereof;


 


(ii)         executed
counterparts of this Agreement;


 


(iii)        each
Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule,
duly executed by each Loan Party thereto, together with:


 




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(A)         certificates,
if any, representing the Pledged Equity referred to therein accompanied by undated stock or membership interest powers executed
in blank and instruments evidencing the Pledged Debt indorsed in blank (or confirmation in lieu thereof that such certificates,
powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);


 


(B)         Uniform
Commercial Code financing statements in appropriate form for filing under the Uniform Commercial Code in the jurisdiction of incorporation
or organization of each Loan Party (or, in the case of any Foreign Subsidiary that is a Loan Party, the District of Columbia);
and


 


(C)         evidence
that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative
Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise
provided for in a manner reasonably satisfactory to the Administrative Agent;


 


(D)         subject
to Section 6.16, evidence that insurance (other than title insurance) complying with the requirements of Section 6.07 has been
obtained and is in effect;


 


(E)         to
the extent required by the Security Agreement, Intellectual Property Security Agreements, duly executed by the appropriate Loan
Party, together with evidence that all actions that the Administrative Agent may deem reasonably necessary in order to perfect
the Lines created under such Intellectual Property Security Agreements have been taken; and


 


(iv)        [reserved];


 


(v)         such
certificates of good standing (to the extent such concept exists) from the applicable secretary of state (or equivalent public
official) of the state of organization of each Loan Party (or, with respect to any Loan Party that is a Foreign Subsidiary, an
equivalent officer of appropriate jurisdiction, to the extent available), certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of each Loan Party (A) evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other
Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date, (B) certifying copies of resolutions
or other actions of the board of directors, board of managers or other applicable governing body of such Loan Party (including
shareholder resolutions to the extent necessary under applicable law or any Organization Document) approving the entry into this
Agreement and all other agreements in connection with the Transactions or this Agreement, to which such Loan Party is a party,
(C) certifying copies of the Organization Documents of such Loan Party, (D) in the case of any Loan Party organized under the laws
of Luxembourg, certifying an excerpt of the Luxembourg Companies Register dated no more than one Business Day prior to the Closing
Date and (E) certifying such other matters as the Administrative Agent may reasonably require;


 


(vi)        customary
legal opinions from each of (A) Kirkland & Ellis LLP, counsel to the Loan Parties, (B) Arendt & Medernach, Luxembourg counsel
to the Loan Parties, (C)


 




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Hassans,
Gibraltar counsel to the Loan Parties and (D) Conyers Dill & Pearman Limited, Bermuda counsel to the Loan Parties;


 


(vii)       a
solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties or manager
of Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2;


 


(viii)      a
certificate, dated the Closing Date and signed by a Responsible Officer of Holdings and the Borrower, confirming satisfaction of
the conditions set forth in Sections 4.01(g), 4.01(i) and 4.02;


 


(ix)         [reserved];


 


(x)          the
Perfection Certificate, duly completed and executed by the Loan Parties; and


 


(xi)         copies
of a recent Lien and judgment search (to the extent such search is available in the applicable Loan Party’s jurisdiction
in which it is organized and/or its chief executive office is located) in each jurisdiction reasonably requested by the Administrative
Agent with respect to the Loan Parties.


 


(b)          The
Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and
(in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed
by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities.


 


(c)          [Reserved].


 


(d)          The
Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the
initial Credit Extensions the Refinancing has been or shall be consummated.


 


(e)          The
Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. It being understood
that the foregoing shall be satisfied with any Audited Financial Statements or Unaudited Financial Statements filed on Holdings’
Form 10-K or Form 10-Q.


 


(f)          The
Administrative Agent shall have received at least three (3) business days prior to the Closing Date all documentation and other
information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least ten
(10) business days prior to the Closing Date.


 


(g)          Since
March 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has resulted in, or would
reasonably be expected to result in, a Material Adverse Effect.


 


(h)          [Reserved].


 




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(i)          Prior
to or substantially simultaneously with the initial Credit Extensions, the Borrower shall have received at least $425,000,000 in
gross cash proceeds from the issuance of the Unsecured Bridge Loans.


 


Without limiting
the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


SECTION
4.02  Conditions to All Credit Extensions.


 


The obligation
of each Lender to honor any Request for Credit Extension (other than a (x) Committed Loan Notice requesting only a conversion of
Loans to the other Type, or a continuation of Eurocurrency Rate Loans and or (y) a Request for Credit Extension for an Incremental
Facility which shall be governed by Section 2.14(d)) is subject to the following conditions precedent:


 


(i)          The
representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct
in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material
Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension
with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except
that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect”
shall be true and correct in all respects as so qualified).


 


(ii)         No
Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.


 


(iii)        The
Administrative Agent and, if applicable, the relevant L/C Issuer, shall have received a Request for Credit Extension in accordance
with the requirements hereof.


 


Each Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation
of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified
in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified
in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.


 


Article
V

Representations and Warranties


 


The Borrower
and each Guarantor party hereto (solely to the extent applicable to it) represent and warrant to the Agents and the Lenders at
the time of each Credit Extension (to the extent required by Section 4.01 or Section 4.02, as applicable) that:


 




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SECTION
5.01  Existence, Qualification and Power; Compliance with Laws.


 


Each Loan
Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant)
under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or
lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and
perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant)
under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses,
authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause
(a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) and (e), to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.02  Authorization; No Contravention.


 


The execution,
delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the
Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate
or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii)
conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section
7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such
Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law;
except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x),
to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material
Adverse Effect.


 


SECTION
5.03  Governmental Authorization; Other Consents.


 


No material
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against,
any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any
Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created
under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of
its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for
(i) filings, recordings and registrations with Governmental Authorities necessary to perfect the Liens on the Collateral granted
by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices
and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required
to be obtained, taken, given or made or be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii)
those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make
could not reasonably be expected to have a Material Adverse Effect.


 




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SECTION
5.04  Binding Effect.


 


This Agreement
and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and
each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party
that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and
by general principles of equity, (ii) the need for filings, recordations 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) the effect of foreign Laws, rules and regulations
as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries.


 


SECTION
5.05  Financial Statements; No Material Adverse Effect.


 


(a) (i) The
Audited Financial Statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as
of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied
throughout the periods covered thereby, except as otherwise expressly noted therein.


 


(ii)
The Unaudited Financial Statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries
as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied
throughout the periods covered thereby, except as otherwise expressly noted therein.


 


(b)          The
forecasts of consolidated balance sheets and consolidated statements of income and cash flow of Holdings and its Subsidiaries which
have been furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the
assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being
understood that actual results may vary from such forecasts and that such variations may be material.


 


(c)          Since
March 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably
be expected to have a Material Adverse Effect.


 


(d)          As
of the Closing Date, none of Holdings and its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or
contingent (other than (i) the liabilities reflected on Schedule 5.05 or otherwise set forth on the Unaudited Financial
Statements, (ii) obligations arising under the Loan Documents or under the Unsecured Bridge Loans and (iii) liabilities incurred
in the ordinary course of business that, either individually or in the aggregate, have not had nor could reasonably be expected
to have a Material Adverse Effect).


 


SECTION
5.06  Litigation.


 


Except as
set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of
Holdings or the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or
against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.07  [Reserved].


 




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SECTION
5.08  Ownership of Property; Liens and Real Property.


 


(a)          Holdings
and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited
property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except
as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability
to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where
the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.


 


(b)          As
of the Closing Date, Section 2(c) of the Perfection Certificate dated as of the Closing Date contains a true and complete list
of each Material Real Property owned by Holdings and the Subsidiaries as of the Closing Date.


 


SECTION
5.09  Environmental Matters.


 


Except as
specifically disclosed in Schedule 5.09(a) or except as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect:


 


(a)          Each
Loan Party and its respective properties and operations are and, other than any matters which have been finally resolved, have
been in compliance with all Environmental Laws, which includes obtaining, maintaining and complying with all applicable Environmental
Permits required under such Environmental Laws to carry on the business of the Loan Parties;


 


(b)          the
Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental
Laws and none of the Loan Parties nor any of the Real Property is the subject of any claims, investigations, liens, demands, or
judicial, administrative or arbitral proceedings pending or, to the knowledge of Holdings or the Borrower, threatened, under or
relating to any Environmental Law;


 


(c)          there
has been no Release of Hazardous Materials on, at, under or from any Real Property or facilities currently or formerly owned, leased
or operated by any Loan Party or Subsidiary, or arising out of the conduct of the Loan Parties that could reasonably be expected
to require investigation, remedial activity or corrective action or cleanup by, or on behalf of, any Loan Party or Subsidiary or
could reasonably be expected to result in any Environmental Liability;


 


(d)          there
are no facts, circumstances or conditions arising out of or relating to the Loan Parties or any of their respective operations
or any facilities currently or, to the knowledge of Holdings or the Borrower, formerly owned, leased or operated by any of the
Loan Parties or Subsidiaries, that could reasonably be expected to require investigation, remedial activity or corrective action
or cleanup by, or on behalf of, any Loan Party or Subsidiary or could reasonably be expected to result in any Environmental Liability;
and


 


(e)          the
Borrower has made available to the Administrative Agent all environmental reports, studies, assessments, audits, or other similar
documents containing information regarding any Environmental Liability that are in the possession or control of a Loan Party or
any Subsidiary of a Loan Party.


 




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SECTION
5.10  Taxes.


 


Except as
would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the
Loan Parties and their Subsidiaries have filed all tax returns required to be filed, and have paid all Taxes levied or imposed
upon them or their properties, that are due and payable (including in their capacity as a withholding agent), except those that
are being contested in good faith by appropriate proceedings diligently conducted. Except as described on Schedule 5.10,
there is no proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties that would, if made, individually
or in the aggregate, have a Material Adverse Effect.


 


SECTION
5.11  ERISA Compliance.


 


(a)          Except
as set forth on Schedule 5.11(a) or as would not, either individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, each Plan maintained by a Loan Party or ERISA Affiliate is in compliance with the applicable provisions
of ERISA and the Code and the regulations and published interpretations thereunder and other federal or state Laws.


 


(b)          (i)
No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made or
is reasonably expected to occur; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section
4007 of ERISA); (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
(and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither any Loan Party nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing
clauses of this Section 5.11(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect.


 


(c)          With
respect to each Pension Plan, the adjusted funding target attainment percentage (as defined in Section 436(j) of the Code), as
determined by the applicable Pension Plan’s Enrolled Actuary under Sections 436(j) and 430(d)(2) of the Code and all applicable
regulatory guidance promulgated thereunder (“AFTAP”), would not reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Effect.” Neither any Loan Party nor any ERISA Affiliate maintains or contributes
to a Plan that is, or is expected to be, in at-risk status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the
Code) in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


(d)          With
respect to each Foreign Pension Plan and except as would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect, (i) such Foreign Pension Plan has been maintained and administered in compliance with its terms and
with the requirements of all applicable Law, (ii) all required contributions with respect to such Foreign Pension Plan have been
made when due and (iii) the present value of the accrued benefit liabilities (whether or not vested) under each such Foreign Pension
Plan, determined as of the most recent valuation date of such Foreign Pension plan, on the basis of actuarial assumptions each
of which are reasonable, did not exceed the current value of the assets of such Foreign Pension plan allocable to such liabilities.


 


(e)          As
of the Closing Date, the Borrower is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or
account subject to Section 4975 of the Code; (3) an


 




    	 	135	 



     


    

 


entity deemed to
hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan”
within the meaning of ERISA.


 


SECTION
5.12  Subsidiaries; Equity Interests.


 


As of the
Closing Date (after giving effect to the Transactions), no Loan Party has any material Subsidiaries other than those specifically
disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties in such material Subsidiaries
have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned
free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section
7.01. As of the Closing Date, Sections 1(a), 2(b) and 5 of the Perfection Certificate (a) set forth the name and jurisdiction of
each Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material Subsidiary, including
the percentage of such ownership.


 


SECTION
5.13  Margin Regulations; Investment Company Act.


 


(a)          None
of the Loan Parties is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing
or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings
or drawings under any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors of the
United States Federal Reserve System.


 


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


 


SECTION
5.14  Disclosure.


 


To the best
of Holdings’ and the Borrower’s knowledge, no written report, financial statement, certificate or other written information
furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information
of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and
the negotiation of this Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by other
information so furnished), when taken as a whole, contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were
made, not materially misleading. With respect to projected financial information and pro forma financial information, each of Holdings
and the Borrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable at
the time of preparation; it being understood that such projections may include certain items beyond the control of Holdings and
its Restricted Subsidiaries, may vary from actual results and that such variances may be material.


 


SECTION
5.15  Labor Matters.


 


Except as,
in the aggregate, could not reasonably be expected to have a Material Adverse Effect, as of the Closing Date (a) there are no strikes
or other labor disputes against Holdings or any of its Restricted Subsidiaries pending or, to the knowledge of Holdings or the
Borrower, threatened, (b) hours worked by and payment made to employees of Holdings or any of its Restricted


 




    	 	136	 



     


    

 


Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable Laws, (c) the Borrower and the other Loan Parties
have complied with all applicable labor laws including work authorization and immigration and (d) all payments due from the Borrower
or any of its Restricted Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability
on the books of the relevant party.


 


SECTION
5.16  [Reserved].


 


SECTION
5.17  Intellectual Property; Licenses, Etc.


 


Holdings
and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain
names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual
property rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the
operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower, such IP Rights
do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts,
either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The business of any
Loan Party or any of their Subsidiaries as currently conducted does not infringe upon, misappropriate or otherwise violate any
IP Rights held by any Person except for such infringements, misappropriations and violations, individually or in the aggregate,
which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights,
is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan
Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.


 


Except pursuant
to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date,
all registrations listed in Schedules 8(a) and 8(b) to the Perfection Certificate are valid and subsisting, except, in each case,
to the extent failure of such registrations to be valid and subsisting could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.


 


SECTION
5.18  Solvency.


 


On the Closing
Date, after giving effect to the Transactions, Holdings and its Restricted Subsidiaries, on a consolidated basis, are Solvent.


 


SECTION
5.19   OFAC; USA PATRIOT Act; FCPA.


 


(a)          To
the extent applicable; each of Holdings and its Subsidiaries is in compliance, in all material respects, with (i) the Trading with
the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, and the sanctions regulations administered
by OFAC (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, the
United States Foreign Corrupt Practices Act of 1977, as amended and other anti-corruption laws, and (ii) the USA PATRIOT Act.


 


(b)          Neither
Holdings nor any of its Subsidiaries nor, to the knowledge of the Borrower and the other Loan Parties, any director, officer, employee,
agent or controlled affiliate of Holdings or any Subsidiary of Holdings is currently the subject of any Sanctions, nor is Holdings
or any of its


 




    	 	137	 



     


    

 


Restricted
Subsidiaries located, organized or resident in any country or territory that is the subject of comprehensive Sanctions.


 


(c)          No
part of the proceeds of the Loans will be used, lent, contributed or otherwise made available, directly or, to the knowledge of
the Borrower or Holdings, indirectly, by the Borrower or Holdings (i) in violation of the United States Foreign Corrupt Practices
Act of 1977, as amended or other applicable anti-corruption law or (ii) for the purpose of financing or facilitating any activities
or business of or with, involving or for the benefit of any Person that, at the time of such financing or facilitation, is the
subject of any Sanctions.


 


SECTION
5.20  [Reserved].


 


SECTION
5.21  Security Documents.


 


(a)          Valid
Liens. Each Collateral Document delivered pursuant to Section 4.01 and Sections 6.11 and 6.13 will, upon execution and delivery
thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable
Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when
financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4 to the Perfection Certificate
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
possession or control by the Collateral Agent is required by the applicable Collateral Document), the Liens created by the Collateral
Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in (to the extent intended
to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained
by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.


 


(b)          PTO
Filing; Copyright Office Filing. When the Intellectual Property Security Agreements are properly filed in the United States
Patent and Trademark Office and the United States Copyright Office, to the extent such filings may perfect such interests, the
Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title
and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied
for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registered or applied
for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder
(it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright
Office may be necessary to establish a Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereof after
the Closing Date).


 


(c)          Mortgages.
Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent,
for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest
in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof,
subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 7 to the Perfection
Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance
with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion
delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the


 




    	 	138	 



     


    

 


Mortgages shall
constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged
Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by
hereunder.


 


Notwithstanding
anything herein (including this Section 5.21) or in any other Loan Document to the contrary, neither the Borrower nor any other
Loan Party makes any representation or warranty as to (A) other than in the case of the Non-US Collateral Documents, the effects
of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests
of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law
or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability
of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant
to the Collateral and Guarantee Requirement.


 


Article
VI

Affirmative Covenants


 


So long as
any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than obligations under Treasury Services Agreements
or obligations under Secured Hedge Agreements or other contingent indemnification obligations not yet due and payable) hereunder
which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding
Amount of the L/C Obligations related thereto and all Cash Collateralized Letters of Credit have been Cash Collateralized or a
backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date,
Holdings shall, and shall cause, to the extent applicable, each of its Restricted Subsidiaries to:


 


SECTION
6.01  Financial Statements.


 


(a)          Deliver
to the Administrative Agent for prompt further distribution to each Lender, within ninety (90) days after the end of each fiscal
year (which may be extended to the extent such extension is permitted and such extension is granted by the SEC but, in any event,
no later than 105 days after the end of such fiscal year), a consolidated balance sheet of Holdings and its Subsidiaries as at
the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any
other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit other than a going concern qualification resulting
from (I) an upcoming maturity date under the Facilities (including any Refinancing Loans, Incremental Loans or any Extended Loans)
or any Unsecured Bridge Loans occurring within one year from the time such opinion is delivered, (II) any prospective financial
covenant default under Section 7.11 or any other financial covenant under the Facilities and (III) any actual Default under Section
7.11 hereunder;


 


(b)          Deliver
to the Administrative Agent for prompt further distribution to each Lender, within forty-five (45) days after the end of each of
the first three fiscal quarters of each fiscal year of Holdings (which may be extended to the extent such extension is permitted
and such extension is granted by the SEC but, in any event, no later than 60 days after the end of such fiscal quarter), a


 




    	 	139	 



     


    

 


consolidated
balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of
income or operations for such fiscal quarter and the portion of the fiscal year then ended, setting forth in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year,
and statements of stockholders’ equity for the current fiscal quarter and consolidated statement of cash flows for the portion
of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding portion of the
previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material
respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries
in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;


 


(c)          [Reserved];
and


 


(d)          Deliver
to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above,
supplemental financial information necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated
financial statements.


 


Notwithstanding
the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information
of Holdings and the Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent
of Holdings including, following the Parent IPO, Parent) or (B) Holdings’ (or any direct or indirect parent thereof, including,
following the Parent IPO, Parent), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC (or, if applicable, the
exchange commission (or similar Governmental Authority) in respect of the jurisdiction in which the Parent IPO was consummated);
provided that with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of Holdings, such
information is accompanied by consolidating information that explains in reasonable detail the differences between the information
relating to Holdings (or such parent), on the one hand, and the information relating to Holdings and the Subsidiaries on a stand-alone
basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section
6.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP
or any other independent registered public accounting firm of nationally recognized standing, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and, except as permitted in Section 6.01(a), shall not
be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope
of such audit.


 


Documents
required to be delivered pursuant to Section 6.01 and Section 6.02(b) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which Holdings (or any direct or indirect parent of Holdings) posts such documents,
or provides a link thereto on the website on the Internet at Holdings’ website address listed on Schedule 10.02; or
(ii) on which such documents are posted on Holdings’ behalf on IntraLinks/IntraAgency or another relevant website, if any,
to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, Holdings shall deliver paper
copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering
paper copies is given by the Administrative Agent; and (ii) Holdings shall notify (which may be by facsimile or electronic mail)
the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft


 




    	 	140	 



     


    

 


copies) of
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.


 


SECTION
6.02  Certificates; Other Information.


 


Deliver to
the Administrative Agent for prompt further distribution to each Lender:


 


(a)          no
later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed
Compliance Certificate signed by a Responsible Officer of Holdings and the Borrower;


 


(b)          promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements
which Holdings, (or any direct or indirect parent of Holdings including, following the Parent IPO, Parent) or any of its Restricted
Subsidiaries files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any
registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to
any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to
be delivered to the Administrative Agent pursuant hereto;


 


(c)          promptly
after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the
ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan
Party or of any of its Restricted Subsidiaries pursuant to the terms of any Unsecured Bridge Loans or any Junior Financing Documentation
and, in each case, any Permitted Refinancing thereof, and any other Indebtedness in a principal amount in excess of the Threshold
Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;


 


(d)          together
with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates
only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of
each Loan Party and the location of the chief executive office of each Loan Party of the Perfection Certificate or confirming that
there has been no change in such information since the later of the Closing Date or the date of the last such report, (ii) a description
of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory
prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of Holdings that identifies each Subsidiary as a Restricted
Subsidiary, an Unrestricted Subsidiary, a Securitization Subsidiary or an Excluded Subsidiary as of the date of delivery of such
Compliance Certificate or confirmation that there has been no change in such information since the later of the Closing Date or
the date of the last such list;


 


(e)          within
five (5) Business Days after any change in the Corporate Ratings by S&P or Moody’s, or any notice from either such agency
indicating its intent to effect such a change or to place Holdings on a “CreditWatch” or “WatchList” or
any similar list, in each case with negative implications, or its cessation of, or its intent to cease, any Corporate Rating; and


 


(f)          promptly,
such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective
Restricted Subsidiaries, or compliance


 




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with the terms
of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably
request.


 


Each of Holdings
and the Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders
and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to Holdings, the Borrower, their respective Affiliates or any of their respective securities)
(each, a “Public Lender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends
to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials
as “PUBLIC”, the Borrower (x) authorizes such Borrower Materials to be made available to a portion of the Platform
designated “Public Investor”, which is intended to contain only information that is either publicly available or not
material information (though it may be sensitive and proprietary) with respect to Holdings, the Borrower, their respective Affiliates
or any of their respective securities for purposes of foreign, United States federal and state securities laws, (y) authorizes
the Administrative Agent, the Collateral Agent and/or the Lead Arrangers to treat such Borrower materials as publicly available
and not containing any material non-public information with respect to Holdings, the Borrower, their respective Affiliates or any
of their respective securities for purposes of foreign, United States federal and state securities laws and (z) authorizes the
Administrative Agent, the Collateral Agent and/or the Lead Arrangers to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Investor”. Notwithstanding the
foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.” The Borrower agrees
that (i) any Loan Documents and notifications of changes in terms of the Loan Documents, (ii) any financial statements delivered
pursuant to Section 6.01 and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) will be deemed to be “public-side”
Borrower Materials and may be made available to Public Lenders.


 


Each Public
Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United
States federal and state securities laws, to make reference to communications that are not made available through the “Public
Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower
or its securities for purposes of United States federal or state securities laws.


 


SECTION
6.03  Notices.


 


Within three
Business Days after a Responsible Officer of any Loan Party has obtained knowledge thereof, notify the Administrative Agent:


 


(a)          of
the occurrence of any Default;


 




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(b)          of
any matter that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and


 


(c)          of
the filing or commencement of any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental
Authority, (i) against Holdings or any of its Restricted Subsidiaries that would reasonably be expected to result in a Material
Adverse Effect or (ii) with respect to any Loan Document.


 


Each notice
pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such
notice is being delivered pursuant to Sections 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.


 


SECTION
6.04  Payment of Obligations.


 


Pay, discharge
or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities
in respect of Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, (i) to the
extent any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established
in accordance with GAAP or (ii) if such failure to pay or discharge such obligations and liabilities would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.


 


SECTION
6.05  Preservation of Existence, Etc.


 


(a)          Preserve,
renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except (x)
in a transaction permitted by Sections 7.04 or 7.05 and (y) any Restricted Subsidiary may merge or consolidate with any other Restricted
Subsidiary and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable
in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except,
in the case of (a) (other than with respect to the Borrower) or (b), (i) to the extent that failure to do so would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by
Article VII or clause (y) of this Section 6.05.


 


SECTION
6.06  Maintenance of Properties.


 


Except if
the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain,
preserve and protect all of its material tangible or intangible properties and equipment necessary in the operation of its business
in good working order, repair and condition (including, in the case of IP Rights, by maintaining, preserving and protecting such
rights, including by maintaining and renewings registrations and reasonably prosecuting applications therefor), ordinary wear and
tear excepted and fire, casualty or condemnation excepted.


 


SECTION
6.07  Maintenance of Insurance.


 


(a)          Maintain
with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts
(after giving


 




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effect to any self-insurance
reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings, Borrower and the
Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.


 


(b)          If
any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or
any successor agency) as a special flood hazard area (a “Special Flood Hazard Area”) with respect to which flood
insurance has been made available under the National Flood Insurance Act of 1968 (as in effect on the Amendment No. 4 Effective
Date or thereafter or any successor act thereto), then the Borrower shall, or shall cause each Loan Party to, (i) maintain, or
cause to be maintained, with a financially sound and reputable insurer (except to the extent that any insurance company insuring
the Mortgaged Property of such Loan Party ceases to be financially sound and reputable after the Amendment No. 4 Effective Date,
in which case, such Loan Party shall promptly replace such insurance company with a financially sound and reputable insurance company),
flood insurance in an amount as the Administrative Agent and the Lenders may from time to time reasonably require, and otherwise
sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) promptly
upon request of the Administrative Agent or any Lender, will deliver to the Administrative Agent for distribution to the Lenders,
evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and such Lender, including,
without limitation, evidence of annual renewals of such insurance.


 


SECTION
6.08  Compliance with Laws.


 


Comply with
the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except
if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


 


SECTION
6.09  Books and Records.


 


Maintain
proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity
with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business
of Holdings or a Restricted Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain
individual books and records in conformity with generally accepted accounting principles in their respective countries of organization
and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).


 


SECTION
6.10  Inspection Rights.


 


Permit representatives
and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances
and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies
and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits
and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise
rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such
rights more often than two times during any


 




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calendar year
and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists,
the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the
foregoing from time to time at the expense of the Borrower at any time during normal business hours and upon reasonable advance
notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with
the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of Holdings
nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of,
or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary
information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives
or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.


 


SECTION
6.11  Additional Collateral; Additional Guarantors.


 


At the Borrower’s
expense, take all action either necessary or as reasonably requested by the Administrative Agent or the Collateral Agent to ensure
that the Collateral and Guarantee Requirement continues to be satisfied, including:


 


(a)          Upon
(x) the formation or acquisition of any new direct or indirect wholly owned Restricted Subsidiary organized in a Covered Jurisdiction
(other than an Excluded Subsidiary) by Holdings, (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (including,
following the election of a Restricted Subsidiary to be an Electing Guarantor) or (z) the designation in accordance with Section
6.14 of an Unrestricted Subsidiary (other than an Excluded Subsidiary) organized in a Covered Jurisdiction as a Restricted Subsidiary
(a “New Restricted Subsidiary”):


 


(i)          within
sixty (60) days (or ninety (90) days in the case of any Foreign Subsidiary or any documents governed by a law other than the laws
of the United States, any state thereof or the District of Columbia) after such formation, acquisition, cessation or designation
or election, or such longer period as the Administrative Agent may agree in writing in its discretion:


 


(A)         cause
each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (each,
a “New Guarantor”) to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate)
joinders to this Agreement as Guarantors, Security Agreement Supplements (with respect to any US Guarantor), intellectual property
security agreements, Mortgages, a counterpart of the Intercompany Note, each Intercreditor Agreement, if applicable, and other
security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13) and including,
with respect to any such Guarantor that is a Foreign Subsidiary, the applicable Non-US Collateral Documents), as reasonably requested
by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement
and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee
Requirement;


 


(B)         cause
each such New Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement
(and the


 




    	 	145	 



     


    

 


parent
of each such New Guarantor) to deliver any and all certificates representing Equity Interests in such New Restricted Subsidiary
(to the extent certificated or constituting “certificated securities”) and intercompany notes that are required to
be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments
of transfer executed in blank;


 


(C)         take
and cause any such New Restricted Subsidiary that is a New Guarantor pursuant to the Collateral and Guarantee Requirement to take
whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and intellectual
property security agreements, and delivery of Pledged Equity and Pledged Debt, accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the
Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens securing the Obligations
to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral
and Guarantee Requirement;


 


(ii)         if
reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer
period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent a signed copy of
an opinion, addressed to the Administrative Agent, Collateral Agent and the Lenders, of counsel for the Loan Parties consistent
with the opinion delivered pursuant to Section 4.01(a)(vi) on the Closing Date;


 


(iii)        as
promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent
with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the
extent available and in the possession or control of the Loan Parties or their respective Subsidiaries; provided, however,
that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure
to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their respective Subsidiaries,
where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent,
such consent cannot be obtained; and


 


(iv)        if
reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer
period as the Administrative Agent may agree in writing in its discretion), deliver to the Collateral Agent any other items necessary
from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests
with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement,
but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below.


 


(b)          Not
later than ninety (90) days after the acquisition by any Loan Party of any Material Real Property as determined by the Borrower
(acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its discretion)
that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, cause such property to be subject
to a Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured


 




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Parties and
take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions
of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.


 


SECTION
6.12  Compliance with Environmental Laws.


 


Except, in
each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect, comply, and take all commercially reasonable actions to cause all lessees and other Persons operating
or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain, maintain and renew
all Environmental Permits necessary for its operations and properties; and, in each case to the extent the Loan Parties or Subsidiaries
are required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous
Materials at any property or facility in accordance with applicable Environmental Laws.


 


SECTION
6.13  Further Assurances.


 


Promptly
upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution,
acknowledgment, filing or recordation of any Intercreditor Agreement or any Collateral Document or other document or instrument
relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register
any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably
request from time to time in order to carry out more effectively the purposes of any Intercreditor Agreement or the Collateral
Documents, to the extent required pursuant to the Collateral and Guarantee Requirement. If the Administrative Agent or the Collateral
Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of
any Loan Party subject to a Mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals
that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.


 


SECTION
6.14  Designation of Subsidiaries.


 


(a)          Holdings
may at any time designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as
a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default
shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance,
on a Pro Forma Basis, with the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section
7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last
four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower
shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such
compliance, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary”
for the purpose of any Unsecured Bridge Loans or any Junior Financing, as applicable. The designation of any Subsidiary as an Unrestricted
Subsidiary after the Closing Date shall constitute an Investment by Holdings therein at the date of designation in an amount equal
to the fair market value of Holdings’ or its Subsidiary’s (as applicable) Investment therein. The designation of any
Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i)


 




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the incurrence
at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return
on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market
value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.


 


(b)          Holdings
may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor and 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 the Unsecured Bridge Loans, (ii) such redesignation shall constitute an Investment
by Holdings 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 Holdings) of the Investments held by the and/or the applicable Restricted Subsidiaries
in such Electing US Guarantor or Electing Foreign 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
6.15  Maintenance of Ratings. Use commercially reasonable efforts to (i) cause each Facility to be continuously
rated (but not any specific rating) by S&P and Moody’s and (ii) maintain a public corporate rating for Holdings (but
not any specific rating) from S&P and a public corporate family rating for Holdings (but not any specific rating) from Moody’s.
For purposes of clause (ii) of this Section 6.15, a public corporate rating of Parent and a public corporate family for Parent
shall be sufficient.


 


SECTION
6.16  Post-Closing Covenants.


 


Except as
otherwise agreed by the Administrative Agent in its sole discretion, Holdings and the Borrower shall, and shall cause each of the
other Loan Parties to, deliver each of the documents, instruments and agreements and take each of the actions set forth on Schedule
6.16 within the time periods set forth therein (or such longer time periods as determined by the Administrative Agent in its
sole discretion).


 


Article
VII

Negative Covenants


 


So long as
any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than obligations under Treasury Services
Agreements or obligations under Secured Hedge Agreements or other contingent indemnification obligations not yet due and payable)
which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding
Amount of the L/C Obligations related thereto and all Cash Collateralized Letters of Credit have been Cash Collateralized or a
backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date:


 


SECTION
7.01  Liens.


 


Neither Holdings
nor the Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 




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(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
existing on the Closing Date (i) securing obligations in an amount less than $2,500,000 individually and $25,000,000 in the aggregate
or (ii) otherwise listed on Schedule 7.01(b) and, in any such case, any modifications, replacements, renewals, refinancings
or extensions thereof; provided that (x) 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
7.03, and (B) proceeds and products thereof, and (y) the replacement, renewal, extension or refinancing of the obligations secured
or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;


 


(c)          Liens
for Taxes that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by appropriate
actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to
the extent required in accordance with GAAP;


 


(d)          statutory
or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors
or other like Liens that secure amounts not overdue for a period of more than forty-five (45) days or if more than forty-five (45)
days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith
and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable
Person to the extent required in accordance with GAAP;


 


(e)          (i)
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement
or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of)
insurance carriers providing property, casualty or liability insurance to Holdings or any of its Restricted Subsidiaries;


 


(f)          deposits
to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money),
statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including
(i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested
by any Governmental Authority in connection with any contract or Law) incurred in the ordinary course of business;


 


(g)          easements,
rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting Real Property,
and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties, that do not in the aggregate materially
interfere with the ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries, taken as a whole;


 


(h)          Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);


 


(i)          leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material
respect with the business of Holdings and its Restricted Subsidiaries, taken as a whole or (ii) secure any Indebtedness;


 




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(j)          Liens
(i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business and (ii) Liens on specific items of inventory or other goods and proceeds
thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued
or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the
ordinary course of business;


 


(k)          Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii)
attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and
(iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions
encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within
the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms
and conditions;


 


(l)          Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g),
(i) and (n) or, to the extent related to any of the foregoing, Section 7.02(r) to be applied against the purchase price for such
Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 (other
than 7.05(e)), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted
on the date of the creation of such Lien;


 


(m)          Liens
(i) in favor of Holdings or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing permitted
intercompany Indebtedness and (ii) in favor of Holdings or any Subsidiary Guarantor;


 


(n)          any
interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into
by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;


 


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


 


(p)          Liens
deemed to exist in connection with Investments in repurchase agreements under Section 7.02;


 


(q)          Liens
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;


 


(r)          Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks
not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or any
of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of Holdings or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers
of Holdings or any of its Restricted Subsidiaries in the ordinary course of business;


 




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


 


(t)          ground
leases in respect of Real Property on which facilities owned or leased by Holdings or any of its Restricted Subsidiaries are located;


 


(u)          Liens
to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 365 days of the
acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time
encumber property (except for replacements, additions and accessions to such property) other than the property financed by such
Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases,
such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets)
other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits;
provided that individual financings of equipment provided by one lender may be cross collateralized to other financings
of equipment provided by such lender;


 


(v)         Liens
on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness
of Holdings or any Restricted Subsidiary permitted under Section 7.03;


 


(w)          Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a
Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing
Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such
Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does
not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired
property subjected 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), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(g);


 


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


 


(y)          to
the extent constituting a Lien, Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;


 


(z)          Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(aa)         the
modification, replacement, renewal or extension of any Lien permitted by clauses (u) and (w) of this Section 7.01; provided
that (i) the Lien does not extend to any additional property,


 




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other than
(A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products
thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section
7.03 (to the extent constituting Indebtedness);


 


(bb)         other
Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $15,000,000 incurred pursuant to Section
7.03(f);


 


(cc)         Liens
with respect to property or assets of Holdings or any of its Restricted Subsidiaries securing obligations in an aggregate principal
amount outstanding at any time not to exceed the greater of $75,000,000 and 15% of Consolidated EBITDA in each case determined
as of the date of incurrence;


 


(dd)         Liens
to secure Indebtedness permitted under Sections 7.03(g) (other than Indebtedness incurred under clauses (i)(Y), (ii)(Y) or (iii)(Y)
therein), 7.03(q) or 7.03(s); provided that the representative of the holders of each such Indebtedness becomes party to
(i) if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies)
with the Obligations, the First Lien Intercreditor Agreement and, if any Indebtedness is outstanding that is secured by the Collateral
on a second priority (or other junior priority) basis to the liens securing the Obligations, the Junior Lien Intercreditor Agreement
as a “Senior Representative” (as defined in the Junior Lien Intercreditor Agreement), and (ii) if such Indebtedness
is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations, the Junior
Lien Intercreditor Agreement as a “Second Priority Representative” (as defined in the Junior Lien Intercreditor Agreement);


 


(ee)         Liens
on the Collateral securing obligations in respect of Credit Agreement Refinancing Indebtedness constituting Permitted First Priority
Refinancing Debt or Permitted Second Priority Refinancing Debt (and any Permitted Refinancing of any of the foregoing); provided
that (x) any such Liens securing any Permitted Refinancing in respect of any Permitted First Priority Refinancing Debt are subject
to the First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respect of such Permitted
Second Priority Refinancing Debt are subject to the Junior Lien Intercreditor Agreement;


 


(ff)         Liens
on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary
letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment
or storage of such inventory or goods;


 


(gg)         deposits
of cash with the owner or lessor of premises leased and operated by Holdings or any of its Subsidiaries to secure the performance
of Holdings’ or such Subsidiary’s obligations under the terms of the lease for such premises;


 


(hh)         Liens
on the Securitization Assets arising in connection with a Qualified Securitization Financing; and


 


(ii)         Liens
on cash or Cash Equivalents on deposit pursuant to Permitted Cash Collateral Arrangements.


 




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Notwithstanding
the foregoing, no consensual Liens shall exist on Equity Interests that constitute Collateral other than pursuant to clauses (a),
(dd) and (ee) above.


 


SECTION
7.02  Investments.


 


Neither Holdings
nor the Restricted Subsidiaries shall directly or indirectly, make any Investments, except:


 


(a)          Investments
by Holdings or any of its Restricted Subsidiaries in assets that were Cash Equivalents when such Investment was made;


 


(b)          loans
or advances to officers, directors, managers and employees of any Loan Party (or any direct or indirect parent thereof) or any
of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary
business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect
parent thereof directly from such issuing entity (provided that the amount of such loans and advances shall be contributed
to Holdings in cash as common equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided
that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $7,250,000;


 


(c)          Investments
by Holdings, any Intermediate Holding Company or the Borrower or any Restricted Subsidiary in any of Holdings, any Intermediate
Holding Company or the Borrower or any Restricted Subsidiary; provided that, in the case of any Investment by a Loan
Party in a Restricted Subsidiary that is not a Loan Party, (i) no Event of Default shall have occurred and be continuing or would
result therefrom and (ii) the aggregate amount of such Investments by Loan Parties in Restricted Subsidiaries that are not Loan
Parties pursuant to this clause (c), shall not exceed not exceed the greater of (x) $500,000,000 and (y) 100% of Consolidated EBITDA
(in each case after giving effect to any deposits received or intercompany loans owed to a Loan Party from a Subsidiary that is
not a Loan Party in connection with Permitted Intercompany Activities) plus an amount equal to any returns of capital or sale proceeds
actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued
at cost at the time such Investment was made);


 


(d)          Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors and other credits to suppliers in the ordinary course of business;


 


(e)          Investments
(excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting
of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c), (d) and (x)), 7.04 (other than 7.04(c), (d) and (e)),
7.05 (other than 7.05(d) or (e), 7.06 (other than 7.06(e) and (i)(iv)) and 7.13, respectively;


 


(f)          Investments
(i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal,
reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or
any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original
Investment is not increased except by the terms of such Investment as of the Closing Date and described on such Schedule or as
otherwise permitted by this Section 7.02;


 




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(g)          Investments
in Swap Contracts permitted under Section 7.03;


 


(h)          promissory
notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;


 


(i)          any
acquisition of all or substantially all the assets of a Person, or any Equity Interests in a Person that becomes a Restricted Subsidiary
or a division or line of business of a Person (or any subsequent Investment made in a Person, division or line of business previously
acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect
thereto: to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in
such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than
an Excluded Subsidiary, Securitization Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case, in accordance
with Section 6.11 (any such acquisition, a “Permitted Acquisition”);


 


(j)          [reserved];


 


(k)          Investments
in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary
trade arrangements with customers consistent with past practices;


 


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


 


(m)          loans
and advances to Holdings and any other direct or indirect parent of Holdings, and not in excess of the amount of (after giving
effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to
be made to such parent in accordance with Sections 7.06(f), (g), or (h);


 


(n)          other
Investments in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without
giving effect to any write downs or write offs thereof) at any time not to exceed (x) the greater of $110,000,000 and 22.0% of
Consolidated EBITDA (in each case, net of any return in respect thereof, including dividends, interest, distributions, returns
of principal, profits on sale, repayments, income and similar amounts) plus (y) the portion, if any, of the Cumulative Credit on
such date that Holdings elects to apply to this clause (y); provided that, no Default or Event of Default shall be continuing;
plus (z) Investments (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects
to apply under this clause (z) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition
in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with
Excluded Contributions, in each case, to the extent Not Otherwise Applied;


 


(o)          advances
of payroll payments to employees in the ordinary course of business;


 




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(p)          Investments
to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests)
of Holdings (or any direct or indirect parent of Holdings);


 


(q)          Investments
of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into Holdings or
merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the
extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or
consolidation and were in existence on the date of such acquisition, merger or consolidation;


 


(r)          Investments
made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received
by such Restricted Subsidiary from an Investment in such Restricted Subsidiary permitted under Section 7.02(n);


 


(s)          Investments
constituting the non-cash portion of consideration received in a Disposition permitted by Section 7.05;


 


(t)          Guarantees
by Holdings or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not
constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(u)          (i)
Investments of Securitization Assets in or relating to a Securitization Subsidiary that, in the good faith determination of the
Borrower are necessary or advisable to effect any Qualified Securitization Financing (including any contribution of replacement
or substitute assets to such Subsidiary) or any repurchase obligation in connection therewith and (ii) distributions or payments
of Securitization Fees and purchases of Securitization Assets in connection with a Qualified Securitization Financing;


 


(v)         Investments
in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to
this clause (v) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent
the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents),
not to exceed the greater of $50,000,000 and 10.0% of Consolidated EBITDA at the time of such Investment (with the fair market
value of each Investment being measured at the time made and without giving effect to subsequent changes in value);


 


(w)          any
Investment in a Similar Business taken together with all other Investments made pursuant to this clause (w) that are at that time
outstanding not to exceed the greater of $50,000,000 and 10.0% of Consolidated EBITDA (in each case, determined on the date such
Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to
subsequent changes in value); provided, however, that if any Investment pursuant to this clause (w) is made in any Person
that is not a Restricted Subsidiary of Holdings at the date of the making of such Investment and such Person becomes a Restricted
Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (c) above and shall
cease to have been made pursuant to this clause (w);


 


(x)          so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings and its Restricted Subsidiaries
may make Investments in an unlimited


 




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amount so long
as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00 calculated on
a consolidated basis for Holdings and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal
financial statements are available immediately preceding the date on which Investment is consummated;


 


(y)          Investments
in joint ventures of Holdings or any of its Restricted Subsidiaries existing on the Closing Date and set forth on Schedule 7.02(y);
and


 


(z)          Investments
in joint ventures of Holdings or any of its Restricted Subsidiaries after the Closing Date, taken together with all other Investments
made pursuant to this clause (z) that are at that time outstanding, not to exceed the greater of $50,000,000 and 10.0% of Consolidated
EBITDA (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured
at the time made and without giving effect to subsequent changes in value).


 


SECTION
7.03  Indebtedness.


 


Neither Holdings
nor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness,
except:


 


(a)          Indebtedness
of any Loan Party under (i) the Loan Documents and (ii) the Unsecured Bridge Loans and/or Exchange Notes, in an aggregate principal
amount not to exceed $425,000,000 and, in the case of this clause (ii), any Permitted Refinancing thereof;


 


(b)          (i)
Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii)
Indebtedness owed to Holdings or any Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness
owed to Holdings or any Restricted Subsidiary in a principal amount that does not exceed the principal amount (or accreted value,
if applicable) of the intercompany Indebtedness so refinanced; provided that all such Indebtedness of any Loan Party owed to any
Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany
Note (subject to Section 6.16);


 


(c)          Guarantees
by Holdings and any Restricted Subsidiary in respect of Indebtedness of Holdings or any Restricted Subsidiary of Holdings otherwise
permitted hereunder; provided that (A) no Guarantee of any Unsecured Bridge Loans, Exchange Notes or any Indebtedness constituting
Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the
terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be
subordinated to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination
of such Indebtedness;


 


(d)          Indebtedness
of Holdings or any Restricted Subsidiary owing to Holdings or any Restricted Subsidiary (or issued or transferred to any direct
or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary
of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that, subject to Section 6.16,
any such Indebtedness (i) owing by any Loan Party to a Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated
in right of payment to the Obligations pursuant to an Intercompany Note and (ii) owed contractually to a Loan Party by any other
Loan Party or any


 




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Restricted Subsidiary
shall be evidenced by, and pledged to the Collateral Agent pursuant to, the Intercompany Note;


 


(e)          (i)
Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair,
replacement, lease or improvement of a fixed or capital asset incurred by Holdings or any Restricted Subsidiary prior to or within
365 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate
amount not to exceed 7.5% of Total Assets determined at the time of incurrence (together with any Permitted Refinancings thereof)
at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m)
and (iii) any Permitted Refinancing of any of the foregoing;


 


(f)          Indebtedness
in respect of Swap Contracts designed to hedge against Holdings’ or any Restricted Subsidiary’s exposure to interest
rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative
purposes;


 


(g)          Indebtedness
of Holdings or any Restricted Subsidiary (x) incurred or (y) assumed in connection with any Permitted Acquisition or similar Investment
so long as, in case of clause (y), such Indebtedness is not incurred in contemplation of such Permitted Acquisition or similar
Investment, and any Permitted Refinancing thereof; provided that, after giving pro forma effect to such Permitted Acquisition or
similar Investment and the incurrence or assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed
(x) the greater of (1) $35,000,000 and 15.0% of Consolidated EBITDA at any time outstanding plus (y) unlimited additional amounts
so long as (i) if such Indebtedness is unsecured, either (X) the Fixed Charge Coverage Ratio on a consolidated basis for Holdings
and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available
immediately preceding the date on which such Indebtedness is incurred or assumed would have been at least 2.00 to 1.00, determined
on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom) or (Y) the Fixed Charge Coverage Ratio on
a consolidated basis for Holdings and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal
financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been greater
than the Fixed Charge Coverage Ratio immediately prior to such Permitted Acquisition or similar Investment, determined on a Pro
Forma Basis (including a pro forma application of the net proceeds therefrom), (ii) if such Indebtedness is secured on a pari
passu basis with the Obligations or any Permitted First Priority Credit Agreement Refinancing Debt, the Consolidated First
Lien Net Leverage Ratio determined on a Pro Forma Basis is no greater than either (X) 4.15 to 1.00 or (Y) the Consolidated First
Lien Net Leverage Ratio in effect immediately prior thereto, in each case determined on a consolidated basis for Holdings and its
Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately
preceding the date on which such incurrence test is tested and (iii) if such Indebtedness is secured on a junior lien basis to
the Liens securing the Obligations or any Permitted First Priority Credit Agreement Refinancing Debt, the Consolidated Secured
Net Leverage Ratio determined on a Pro Forma Basis is no greater than either (X) 4.40 to 1.00 or (Y) the Consolidated Secured Net
Leverage Ratio in effect immediately prior thereto, in each case determined on a consolidated basis for Holdings and its Restricted
Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately
preceding the date on which such incurrence test is tested; provided that in the case of clause (x), (i) any such Indebtedness
incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary
that is not a Loan Party pursuant to Section 7.03(s) or as a Permitted Refinancing by a Restricted Subsidiary that


 




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is not a Loan Party
of Indebtedness initially incurred under any of the foregoing clauses or as Permitted Ratio Debt, does not exceed in the aggregate
at any time outstanding the greater of $100,000,000 determined at the time of incurrence and (ii) shall have a maturity date that
is after the Latest Maturity Date at the time such Indebtedness is secured and have a Weighted Average Life to Maturity not shorter
than the longest remaining Weighted Average Life to Maturity of the Facilities;


 


(h)          Indebtedness
representing deferred compensation to employees of Holdings (or any direct or indirect parent thereof) or any of its Restricted
Subsidiaries incurred in the ordinary course of business;


 


(i)          Indebtedness
consisting of promissory notes issued by Holdings or any of its Restricted Subsidiaries to current or former officers, managers,
consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption
of Equity Interests of Holdings or any direct or indirect parent of Holdings permitted by Section 7.06;


 


(j)          Indebtedness
incurred by Holdings or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted
hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price
(including earnouts) or other similar adjustments;


 


(k)          Indebtedness
consisting of obligations of Holdings or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements
incurred by such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder;


 


(l)          obligations
in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
overdraft protections and similar arrangements in each case in connection with deposit accounts;


 


(m)          Indebtedness
of Holdings or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect
to, the incurrence thereof, would not exceed (i) the greater of $150,000,000 and 30.0% of Consolidated EBITDA at any time outstanding
plus (ii) 100% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests
(other than Excluded Contributions, proceeds of Disqualified Equity Interests, Designated Equity Contributions or
sales of Equity Interests to Holdings or any of its Subsidiaries) of Holdings or any direct or indirect parent of Holdings after
the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed
as common equity to the capital of Holdings that has not been applied to incur debt pursuant to this clause (m)(ii), to make Restricted
Payments pursuant to Section 7.06 (other than pursuant to Section 7.06(h)(y)), to make Investments pursuant to clause 7.02(n),
(v), (w), (y) or (z), to make prepayments of subordinated indebtedness pursuant to Section 7.13 (other than 7.13(a)(iv)(y)) or
to repay or redeem any Unsecured Bridge Loans or to make a mandatory prepayment pursuant to Section 2.05(b)(iv);


 


(n)          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;


 


(o)          Indebtedness
incurred by Holdings or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances
or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation
claims, health, disability or


 




    	 	158	 



     


    

 


other employee
benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type
obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed
within 30 days following the incurrence thereof;


 


(p)          obligations
in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided
by Holdings or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments
related thereto, in each case in the ordinary course of business or consistent with past practice;


 


(q)          (i)
secured Indebtedness incurred on (x) a pari passu basis with the Liens securing the Obligations or any Permitted First Priority
Credit Agreement Refinancing Debt or (y) a junior basis to the Liens securing the Obligations or any Permitted First Priority Credit
Agreement Refinancing Debt, and (ii) unsecured Indebtedness, in an aggregate principal amount for purposes of this clause (q),
when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant to Section 2.14(d)(v)(2)(A),
not to exceed $300,000,000; provided that such Indebtedness shall (A) in the case of clause (i)(x) above, have a maturity
date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (i)(y) and (ii) above,
have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred,
(B) have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities,
(C) if such Indebtedness is secured on a junior lien basis by a Loan Party, be subject to the Junior Lien Intercreditor Agreement
and, if the Indebtedness is secured on a pari passu basis with the Facilities, be (x) in the form of debt securities and
(y) subject to the First Lien Intercreditor Agreement and (D) have covenants and events of default (excluding, for the avoidance
of doubt, pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith
determination of Holdings are not materially less favorable (when taken as a whole) to Holdings than the covenants and events of
default of the Loan Documents (when taken as a whole) (provided that a certificate of Holdings as to the satisfaction of
the conditions described in this clause (D) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness,
together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation
relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the foregoing requirements
of this clause (D), shall be conclusive unless the Administrative Agent notifies Holdings within such five (5) Business Day period
that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders
of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity
Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial
maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required from the Administrative Agent
or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure”
provisions) is also added for the benefit of any corresponding existing Facility); provided, further, that any such
Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted
Subsidiary that is not a Loan Party pursuant to Sections 7.03(v), 7.03(s) as Permitted Refinancing of any of the foregoing
by a Restricted Subsidiary that is not a Loan Party and any Indebtedness incurred pursuant to Section 7.03(v), does not exceed
$100,000,000 in the aggregate at any time outstanding;


 


(r)          Indebtedness
supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;


 




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(s)          Permitted
Ratio Debt and any Permitted Refinancing thereof;


 


(t)          Credit
Agreement Refinancing Indebtedness;


 


(u)          Indebtedness
in respect of letters of credit issued pursuant to arrangements other than under this Agreement on behalf of obligations of Holding
and its Restricted Subsidiaries that are not prohibited under this Agreement in an aggregate amount not to exceed, together with
the outstanding amount of any Cash Collateralized Letters of Credit and the amount of any cash and/or Cash Equivalents subject
to any Permitted Cash Collateral Arrangement pursuant to clause (a) of the definition thereof, $100,000,000;


 


(v)         Indebtedness
incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to
this clause (v) and then outstanding, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party
pursuant to Section 7.03(g), 7.03(q) or 7.03(s) or as a Permitted Refinancing of any of the foregoing by a Restricted Subsidiary
that is not a Loan Party, does not exceed $100,000,000 in the aggregate at any time outstanding;


 


(w)          [reserved];


 


(x)          Indebtedness
arising from Permitted Intercompany Activities to the extent constituting an Investment that would otherwise be permitted under
Section 7.02; and


 


(y)          all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (a) through (x) above.


 


For purposes
of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one
of the categories of Indebtedness described in clauses (a) through (y) above, the Borrower may, in its sole discretion, classify
or later divide or classify such item of Indebtedness (or any portion thereof) and will only be required to include the amount
and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents
and any Unsecured Bridge Loans and, in each case, any Permitted Refinancing thereof, will at all times be deemed to be outstanding
in reliance only on the exception in Section 7.03(a).


 


SECTION
7.04  Fundamental Changes.


 


Neither Holdings
nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter
acquired) to or in favor of any Person, except that:


 


(a)          any
Restricted Subsidiary (other than the Borrower) may merge, amalgamate or consolidate with (i) Holdings (including a merger, the
purpose of which is to reorganize Holdings into a new jurisdiction); provided that Holdings shall be the continuing or surviving
Person and such merger does not result in Holdings ceasing to be a corporation, partnership or limited liability company organized
under the Laws of a Covered Jurisdiction, (ii) one or more other Restricted Subsidiaries; provided that when any Person
that is a Loan Party is merging with a Restricted


 




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Subsidiary,
a Loan Party shall be the continuing or surviving Person or (iii) in order to consummate the Permitted Tax Restructuring;


 


(b)          (i)
any Restricted Subsidiary (other than the Borrower) that is not a Loan Party may merge, amalgamate or consolidate with or into
any other Restricted Subsidiary that is not a Loan Party; (ii) any Restricted Subsidiary (other than the Borrower) may liquidate
or dissolve if Holdings determines in good faith that such action is in the best interest of Holdings and its Restricted Subsidiaries
and is not materially disadvantageous to the Lenders or the Collateral Agent and (y) to the extent such Restricted Subsidiary is
a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than 7.02(e)
or (h)) or 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another
Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal
form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease
being a Guarantor hereunder), and (iii) Holdings or any Restricted Subsidiary may change its legal form if Holdings determines
in good faith that such action is in the best interest of Holdings and its Restricted Subsidiaries and is not materially disadvantageous
to the Lenders or the Collateral Agent);


 


(c)          any
Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation
or otherwise) to Holdings or to another Restricted Subsidiary; provided that if the transferor in such a transaction is
a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such
Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance
with Sections 7.02 and 7.03, respectively;


 


(d)          so
long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided
that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger
or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall
be an entity organized or existing under the Laws of a Covered Jurisdiction, (B) the Successor Company shall expressly assume all
the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to
a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the
other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s
obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have
by a supplement to the Security Agreement and/or other applicable Collateral Documents confirmed that its obligations thereunder
shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent,
each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment
to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed
that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the
Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating
that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability
of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided,
further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under
this Agreement;


 




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(e)          so
long as no Default exists or, to the extent required by the relevant clause in Section 7.02, would result therefrom (in the case
of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person (other than Holdings)
in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall
be a Restricted Subsidiary (or, if such transaction involves the Borrower, the Borrower shall survive), and any such Restricted
Subsidiary shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee
Requirement; and


 


(f)          so
long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose
of which is to effect a Disposition permitted pursuant to Section 7.05.


 


SECTION
7.05  Dispositions


 


Neither Holdings
nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except:


 


(a)          Dispositions
of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions
of property no longer used or useful in the conduct of the business of Holdings or any of its Restricted Subsidiaries;


 


(b)          Dispositions
of inventory or goods (or other assets, including furniture and equipment) held for sale, intellectual property licensed to customers
and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual
property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business;


 


(c)          Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;


 


(d)          Dispositions
of property to Holdings or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party,
(i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted
under Section 7.02;


 


(e)          to
the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than
Section 7.04(f)) and 7.06;


 


(f)          [reserved];


 


(g)          Dispositions
of Cash Equivalents;


 


(h)          (i)
leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in
the ordinary course of business and which do not materially interfere with the business of Holdings or any of its Restricted Subsidiaries
and (ii) Dispositions of intellectual property that do not materially interfere with the business of Holdings or any of its Restricted
Subsidiaries so long as Holdings or any of its Restricted Subsidiaries receives a license or other ownership rights to use such
intellectual property;


 




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(i)          transfers
of property subject to Casualty Events;


 


(j)          Dispositions
of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition
and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $14,500,000, Holdings or
any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents
(in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens
permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such
cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided,
however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown
on Holdings’ (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the
footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the
payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which
Holdings and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any
securities received by Holdings or the applicable Restricted Subsidiary from such transferee that are converted by Holdings or
such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days
following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by Holdings or the applicable
Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which
such non-cash consideration is received) not to exceed the greater of $30,000,000 and 1.0% of Total Assets at such time (net of
any non-cash consideration converted into cash and Cash Equivalents);


 


(k)          other
Dispositions not permitted under this Section 7.05 in an aggregate amount not to exceed $30,000,000 during the term of this Agreement;


 


(l)          Dispositions
or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course
of business;


 


(m)          Dispositions
of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of
after the Closing Date shall not exceed 5% of Total Assets;


 


(n)          any
swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of Holdings
and its Subsidiaries as a whole, as determined in good faith by the management of Holdings;


 


(o)          any
issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary
which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such
an Unrestricted Subsidiary));


 


(p)          the
unwinding of any Swap Contract pursuant to its terms;


 




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(q)          Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint
venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(r)          the
lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial
IP Rights;


 


(s)          any
Disposition of Equity Interests of Orbitz TopCo owned as of the Closing Date;


 


(t)          any
Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are
Securitization Assets) to a Securitization Subsidiary; and


 


(u)          transactions
entered into in order to consummate a Permitted Tax Restructuring;


 


provided
that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and
(s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such
property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05
to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents,
and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate
in order to effect the foregoing.


 


SECTION
7.06  Restricted Payments.


 


Neither Holdings
nor any of the Restricted Subsidiaries shall declare or make, directly or indirectly, any Restricted Payment, except:


 


(a)          each
Restricted Subsidiary may make Restricted Payments to Holdings, and other Restricted Subsidiaries of Holdings (and, in the case
of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings and any other Restricted Subsidiary and to each
other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class
of Equity Interests);


 


(b)          Holdings
and each Restricted Subsidiary may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified
Equity Interests not otherwise permitted by Section 7.03) of such Person;


 


(c)          [reserved];


 


(d)          so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings and its Restricted Subsidiaries
may make Restricted Payments in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma
Basis is less than or equal to 3.70 to 1.00;


 


(e)          to
the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions
expressly permitted by any provision of Sections 7.02 (other than 7.02(e) and (m)), 7.04 or 7.08 (other than Sections 7.08(e) or
7.08(j));


 




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(f)          repurchases
of Equity Interests in Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary of Holdings deemed to occur
upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or
warrants;


 


(g)          Holdings
and each Restricted Subsidiary may pay (or make Restricted Payments to allow Holdings or any other direct or indirect parent thereof
to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Restricted Subsidiary
(or of Holdings or any other such direct or indirect parent thereof) from any future, present or former employee, officer, director,
manager or consultant of such Restricted Subsidiary (or Holdings or any other direct or indirect parent of such Restricted Subsidiary)
or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or pursuant to
any employee or director equity plan, employee, manager or director stock option plan or any other employee or director benefit
plan or any agreement (including any stock subscription or shareholder agreement) with any employee, manager, director, officer
or consultant of such Restricted Subsidiary (or Holdings or any other direct or indirect parent thereof) or any of its Restricted
Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) shall not exceed
$29,000,000 in any calendar year (which shall increase to $36,250,000 subsequent to the consummation of the Parent IPO) (with unused
amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $36,250,000 in any calendar
year or $72,500,000 subsequent to the consummation of a the Parent IPO, respectively); provided, further, that such
amount in any calendar year may be increased by an amount not to exceed:


 


(i)          to
the extent contributed to Holdings, the Net Proceeds from the sale of Equity Interests (other than Disqualified Equity Interests)
of any of Holdings’ direct or indirect parent companies, in each case to members of management, managers, directors or consultants
of Holdings, Holdings, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing
Date, to the extent Net Proceeds from the sale of such Equity Interests have been Not Otherwise Applied; plus


 


(ii)         the
Net Proceeds of key man life insurance policies received by Holdings or its Restricted Subsidiaries; less


 


(iii)        the
amount of any Restricted Payments previously made with the cash proceeds described in clause (i) and (ii) of this Section 7.06(g);


 


(h)          Holdings
may make Restricted Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness pursuant to Section
7.13(a)(iv), (x) $25,000,000, plus (y) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit
on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of
clause (b) of the definition of “Cumulative Credit,” the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis
is greater than or equal to 2.00 to 1.00;


 


(i)          Holdings
may make Restricted Payments to any direct or indirect parent of Holdings:


 


(i)          to
pay its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses
(including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary
and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings and its Restricted
Subsidiaries and, Transaction Expenses and any


 




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reasonable
and customary indemnification claims made by directors, managers or officers of such parent attributable to the ownership or operations
of Holdings and its Restricted Subsidiaries;


 


(ii)         the
proceeds of which shall be used by such parent to pay franchise Taxes and other fees, Taxes and expenses required to maintain its
(or any of its direct or indirect parents’) corporate existence or good standing under applicable law;


 


(iii)        for
any taxable period ending after the Closing Date (A) in which Holdings and/or any of its Subsidiaries is a member of a consolidated,
combined, unitary or similar Tax group (a “Tax Group”) of which a direct or indirect parent of Borrower is the
common parent or (B) in which Holdings is treated as a disregarded entity or partnership for U.S. federal, state and/or local income
tax purposes, to pay U.S. federal, state and local and foreign Taxes that are attributable to the taxable income, revenue, receipts,
gross receipts, gross profits, capital or margin of Holdings and/or its Subsidiaries; provided that for each taxable period,
the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount of such Taxes that
Holdings and its Subsidiaries would have been required to pay if they were a stand-alone Tax Group with Holdings as the corporate
common parent of such stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause
(iii) with respect to any Taxes of any Unrestricted Subsidiary shall be limited to the amount actually paid with respect to such
period by such Unrestricted Subsidiary to Holdings or its Restricted Subsidiaries for the purposes of paying such consolidated,
combined unitary or similar Taxes;


 


(iv)        to
finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to such Section;
provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and
(B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests)
to be contributed to Holdings or the Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the
Person formed or acquired into Holdings or its Restricted Subsidiaries in order to consummate such Permitted Acquisition or Investment,
in each case, in accordance with the requirements of Section 6.11;


 


(v)         the
proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings
or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to
the ownership or operation of Holdings and the Restricted Subsidiaries; and


 


(vi)        the
proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof
to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by Holdings (or any direct
or indirect parent thereof) that is directly attributable to the operations of Holdings and its Restricted Subsidiaries;


 


(j)          payments
made or expected to be made by Holdings or any of the Restricted Subsidiaries in respect of required withholding or similar non-US
Taxes with respect to any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests
in


 




    	 	166	 



     


    

 


consideration
of such payments including deemed repurchases in connection with the exercise of stock options;


 


(k)          Holdings
or any Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or
combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness
and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible
Indebtedness in accordance with its terms;


 


(l)          after
the Parent IPO, (i) any Restricted Payment by Holdings or any other direct or indirect parent of Holdings to pay listing fees and
other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) Restricted
Payments not to exceed up to the sum of (A) 6% per annum of the net proceeds received by (or contributed to) Holdings and its Restricted
Subsidiaries from such Parent IPO plus (B) 2.5% per annum of the Total Market Capitalization of Parent and its Subsidiaries determined
at the time of declaration of such Restricted Payment;


 


(m)          [reserved];


 


(n)          distributions
in connection with the making of any “AHYDO Catch-up Payments,” in respect of any Junior Financing defined as payments
on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163
of the Code to such indebtedness;


 


(o)          the
distribution, by dividend or otherwise, of Equity Interests of, or Indebtedness owed to Holdings or a Restricted Subsidiary by
an Unrestricted Subsidiary (or a Restricted Subsidiary that owns an Unrestricted Subsidiary); provided that such Restricted
Subsidiary owns no assets other than Equity Interests of an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary
assets of which are cash and/or Cash Equivalents); and


 


(p)          Restricted
Payments that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects
to apply under this clause (p) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition
in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with
Excluded Contributions, in each case, to the extent Not Otherwise Applied.


 


SECTION
7.07  Change in Nature of Business.


 


Holdings
shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, engage in any material line
of business substantially different from those lines of business conducted by Holdings and the Restricted Subsidiaries on the Closing
Date or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof.


 


SECTION
7.08  Transactions with Affiliates.


 


Neither Holdings
shall, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any
kind with any Affiliate of Holdings, whether or not in the ordinary course of business for a transaction value in excess of $5,000,000
per each individual transaction, other than (a) loans and other transactions among Holdings and its Restricted


 




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Subsidiaries
and Securitization Subsidiaries or any entity that becomes a Restricted Subsidiary or Securitization Subsidiary or as a result
of such loan or other transaction to the extent permitted under this Article VII, (b) on terms substantially as favorable to Holdings
or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length
transaction with a Person other than an Affiliate, (c) the Transactions and the payment of Transaction Expenses as part of or in
connection with the Transactions, (d) so long as no Event of Default under Sections 8.01(a), (f) or (g) has occurred and is
continuing, the payment of management, monitoring, consulting, transaction, termination and advisory fees in an aggregate amount
pursuant to the Management Agreement and related indemnities and reasonable expenses and any Management Agreement Termination Fees,
in each case, not to exceed the respective amounts set forth in the Management Agreement as in effect on the Closing Date, (e)
Restricted Payments permitted under Section 7.06 and Investments permitted under Section 7.02, (f) employment and severance arrangements
between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business
and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business,
(g) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers,
officers, employees and consultants of Holdings and its Restricted Subsidiaries (or any direct or indirect parent of Holdings)
in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and its Restricted Subsidiaries,
(h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment
thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (i) customary payments by Holdings
and any of its Restricted Subsidiaries to The Blackstone Group and/or its Affiliates made for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions
or divestitures), which payments are approved by the majority of the members of the board of directors or managers or a majority
of the disinterested members of the board of directors or managers of Holdings, in good faith, (j) payments by Holdings or any
of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of Holdings to the extent attributable
to the ownership or operation of Holdings and the Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any
former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of Holdings,
any of its Subsidiaries or any direct or indirect parent thereof, (l) any Disposition of Securitization Assets or related
assets in connection with any Qualified Securitization Financing, (m) Permitted Intercompany Activities, (n) transactions
in connection with Permitted Tax Restructurings or (o) a joint venture which would constitute a transaction with an Affiliate solely
as a result of Holdings or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar
entity.


 


SECTION
7.09  Burdensome Agreements.


 


Holdings
shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation
(other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of Holdings that
is not a Guarantor to make Restricted Payments to Holdings or any Guarantor or to make or repay intercompany loans and advances
to Holdings or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person
for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided
that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i)(x) exist on the Closing Date and (to
the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent


 




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Contractual
Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing
any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement,
renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary
at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Holdings, so long as such Contractual Obligations
were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Holdings; provided, further,
that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary
pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of Holdings which is not a Loan Party which is
permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Sections 7.04 or 7.05 and relate solely to
the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements
applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary
course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under
Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary
restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate
to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted
pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing
such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of Holdings or any Restricted Subsidiary, (x)
are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions
on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in
connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit and (xiii) are
customary restrictions contained in any Unsecured Bridge Loans or any Permitted Refinancing thereof.


 


SECTION
7.10  Use of Proceeds.


 


The proceeds
of the Term Loans and the Revolving Credit Loans shall be used in a manner consistent with the uses set forth in the Preliminary
Statements to this Agreement. The proceeds of the Term B Loans shall be used to refinance the Initial Term Loans. The proceeds
of the Term C Loans shall be used to refinance the Term B Loans.


 


SECTION
7.11  Financial Covenant.


 


Holdings
will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period
ending December 31, 2014) to exceed 6.00 to 1.00.


 


SECTION
7.12  Accounting Changes.


 


Holdings
shall not make any change in its fiscal year; provided, however, that Holdings may, upon written notice to the Administrative
Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Holdings
and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are
necessary to reflect such change in fiscal year.


 




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SECTION
7.13  Prepayments, Etc. of Indebtedness.


 


(a)          Holdings
shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease
or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled
principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness
that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents
(collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior
Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness
constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant
to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior
Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents,
(iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent
not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances
and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when
combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event
of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph;
provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”:
the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments,
redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to
the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without
duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired
after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to
the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments
of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal
to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the
Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection
with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable
High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness.


 


(b)          Holdings
shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to
the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative
Agent (which consent shall not be unreasonably withheld, conditioned or delayed).


 


SECTION
7.14  Permitted Activities.


 


In the case
of Holdings, conduct, transact or otherwise engage in any business or operations other than the following activities and those
incidental thereto (i) its ownership of the Equity Interests of the Borrower or other Restricted Subsidiaries, (ii) the maintenance
of its legal existence, (iii) the performance of the Loan Documents, (iv) the performance of the definitive documentation in respect


 




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of any Junior
Lien Indebtedness to which it is a party and the Bridge Loan Agreement or (v) any transaction that Holdings is permitted to enter
into or consummate under this Article VII.


 


Article
VIII

Events of Default and Remedies


 


SECTION
8.01  Events of Default.


 


Any of the
following from and after the Closing Date shall constitute an event of default (an “Event of Default”):


 


(a)          Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five
(5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to
any other Loan Document; or


 


(b)          Specific
Covenants. Holdings or any Restricted Subsidiary, fails to perform or observe any term, covenant or agreement contained in
any of Section 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII; provided that a Default as a result
of a breach of Section 7.11 (a “Financial Covenant Event of Default”) is subject to cure pursuant to Section
8.05; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Sections 8.01(a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days
after written notice thereof by the Administrative Agent to Holdings or the Borrower; or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings
or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith
or therewith shall be incorrect in any material respect when made or deemed made; or


 


(e)          Cross-Default.
Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto,
if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other
than, with respect to Indebtedness consisting of Swap Agreement, termination events or equivalent events pursuant to the terms
of such Swap Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise),
or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided
that this clause (B) shall not apply to Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that this clause
(e) shall not apply if such failure is remedied or waived by the holders of such Indebtedness prior to any termination of the Commitments
or acceleration of the Loans pursuant to this Article VIII; or


 




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(f)          Insolvency
Proceedings, Etc. Except with respect to any dissolution or liquidation of a Restricted Subsidiary expressly permitted by Section
7.04 in connection with the consummation of a Permitted Tax Restructuring, any Loan Party or any Restricted Subsidiary institutes
or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors;
or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator,
administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application
or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in
any such proceeding; or


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released,
vacated or fully bonded within sixty (60) days after its issue or levy; or


 


(h)          Judgments.
There is entered against any Loan Party or any Restricted Subsidiary one or more final judgments or orders for the payment of money
in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which
the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have
been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days from the
entry thereof; or


 


(i)          Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Sections 7.04
or 7.05) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction
in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability
of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material
portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan
Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports
in writing to revoke or rescind any Loan Document; or


 


(j)          Change
of Control. There occurs any Change of Control; or


 


(k)          Collateral
Documents. (i) Any Collateral Document or any material portion thereof, after delivery thereof pursuant to Section 4.01 or
Sections 6.11 or 6.13 shall for any reason (other than pursuant to the terms hereof and thereof including as a result of a transaction
not prohibited under this Agreement) cease to be in full force and effect and to create a valid and perfected Lien, with the priority
required by this Agreement the Collateral Documents and the Intercreditor Agreements on and security interest in any material portion
of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (x) except to the extent that
any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results
from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered
to it representing securities pledged under the Collateral Documents or to file


 




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Uniform Commercial
Code continuation statements and (y) except as to Collateral consisting of Real Property to the extent that such losses are covered
by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the
Borrower or Holdings shall for any reason cease to be pledged pursuant to the Collateral Documents; or


 


(l)          ERISA.
(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or a Restricted
Subsidiary in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party,
any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan and a Material
Adverse Effect could reasonably be expected to result; or


 


(m)          Junior
Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease
to be (a) “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured
Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation and (b) “First Lien
Obligations” (or any comparable term) under, and as defined in, the Junior Lien Intercreditor Agreement under, and as defined
in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall,
in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior
Financing, if applicable.


 


SECTION
8.02  Remedies Upon Event of Default.


 


If any Event
of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or
all of the following actions:


 


(i)          terminate
the Aggregate Commitments;


 


(ii)         declare
the unpaid principal amount of all outstanding Loans and the amount of all outstanding L/C Disbursements, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and
payable, whereupon the foregoing shall become immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Loan Parties;


 


(iii)        require
that the Borrower Cash Collateralize the L/C Obligations in accordance with Section 2.03(g); and


 


(iv)        exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable
Law;


 


provided that, upon the
occurrence of an Event of Default described in Section 8.01(f) with respect to Holdings or the Borrower, (x) the Aggregate Commitments
shall automatically terminate, and (y) the unpaid principal amount of all outstanding Loans and the amount of all outstanding L/C
Disbursements, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan
Document shall be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by Holdings or the Borrower; provided, further, that upon the occurrence of an actual or deemed


 




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entry of an order for relief
with respect to any Loan Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and
any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation
of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without
further act of the Administrative Agent or any Lender.


 


SECTION
8.03  Exclusion of Immaterial Subsidiaries.


 


Solely for
the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference
in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary (an “Immaterial
Subsidiary”) affected by any event or circumstances referred to in any such clause that did not, as of the last day of
the most recent completed fiscal quarter of Holdings, have assets with a fair market value in excess of 5.0% of Total Assets individually,
or 10.0% of Total Assets together with the assets of all Restricted Subsidiaries affected by any event or circumstance referred
to in any such clause.


 


SECTION
8.04  Application of Funds.


 


After the
exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest
extent permitted by mandatory provisions of applicable Law):


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III or Section 10.05)
payable to the Administrative Agent or the Collateral Agent in its capacity as such and their Agent-Related Parties and any L/C
Issuers in their capacities, as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among
them in proportion to the amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any
fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among
the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage,
termination or other payments under Treasury Services Agreements or Secured


 




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Hedge
Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held
by them;


 


Fifth,
to the payment of all other Obligations of the Borrower 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 Obligations owing to the Administrative Agent
and the other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law or as
directed by a court of competent jurisdiction.


 


Subject to
Section 2.03(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 or as otherwise
set forth in clause Last above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to
any Excluded Swap Obligation of such Guarantor.


 


SECTION
8.05  Borrower’s Right to Cure.


 


(a)          Notwithstanding
anything to the contrary contained in Sections 8.01 or 8.02, if the Borrower determines that an Event of Default under the covenant
set forth in Section 7.11 has occurred or may occur, during the period commencing after the beginning of the last fiscal quarter
included in such Test Period and ending ten (10) Business Days after the date on which financial statements are required to be
delivered hereunder with respect to such fiscal quarter, any Investor may make a Specified Equity Contribution to Holdings (a “Designated
Equity Contribution”), and the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA
with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by Holdings as cash
common equity during the period commencing after the beginning of the last fiscal quarter included in such Test Period and ending
ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter
hereunder and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for
purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to
any baskets or other amounts other than the amount of the Consolidated EBITDA for the purpose of Section 7.11.


 


(b)          (i)
In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Designated Equity Contribution
is made, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement,
(iii) the amount of any Designated Equity Contribution shall be no more than the amount required to cause Holdings to be in Pro
Forma Compliance with Section 7.11 for any applicable period and (iv) there shall be no reduction in Indebtedness from the proceeds
of such Designated Equity Contribution (either directly or through cash netting) with the proceeds of any Designated Equity Contribution
for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Designated Equity Contribution was
made.


 




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Article
IX

Administrative Agent and Other Agents


 


SECTION
9.01  Appointment and Authorization of Agents.


 


(a)          Each
Lender hereby irrevocably appoints Goldman Sachs Bank USA to act on its behalf as the Administrative Agent and Collateral Agent
(for purposes of this Section 9.01, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”)
hereunder and under the other Loan Documents and authorizes each of the Administrative Agent and the Collateral Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform
such duties as are delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Agents
to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties
with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and
(ii) negotiate, enforce or the settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction
of the Required Lenders and, in each case, acknowledge and agree that any such action by any Agent shall bind the Lenders. Notwithstanding
any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the
Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative
Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing
sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended
to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead,
such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 


(b)          Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect
to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the
term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C
Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.


 


(c)          Each
of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any
security interest created by the Collateral Documents for and on behalf of or on trust for) such Secured Party for purposes of
acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the Obligations,
together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any
co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding
or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any
rights and remedies


 




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thereunder
at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section
9.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set
forth in full herein with respect thereto.


 


(d)          Except
as provided in Sections 9.09 and 9.11, the provisions of this Article IX are solely for the benefit of the Agents, the Lenders
and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of
such provisions.


 


(e)          The
Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the
Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without
any duty to account therefor to the Lenders.


 


SECTION
9.02  Delegation of Duties.


 


Each of the
Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents
or of exercising any rights and remedies thereunder) by or through agents, sub-agents, employees or attorneys-in-fact and shall
be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative
Agent, the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by
or through their respective Agent-Related Persons.  The exculpatory provisions of this Article shall apply to any such sub-agent
and to the Agent-Related Persons of the Administrative Agent, the Collateral Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent or Collateral
Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact
that it selects, so long as such selection was made in the absence of gross negligence or willful misconduct (as determined in
the final non-appealable judgment of a court of competent jurisdiction).


 


SECTION
9.03  Liability of Agents.


 


No Agent-Related
Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement
or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct,
as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly
set forth herein), (b) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to Parent, Holdings, the Borrower or any of their respective
Affiliates that is communicated to or obtained by the Person serving as an Agent or any of their respective Affiliates in any capacity,
(c) be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article
IV or elsewhere herein or in any other Loan Document, other than to confirm receipt of items expressly required to be delivered
to such Agent or (d) be responsible in


 




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any manner
to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided
for in, or received by any Agent or any of their respective Affiliates under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document,
the existence, value or collectability of the Collateral, any failure to monitor or maintain any part of the Collateral, or the
perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for
any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof. Notwithstanding the foregoing, no Agent shall 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 (as applicable) is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that no Agent (as applicable) shall be required to take any action that, in its
opinion or the opinion of its counsel, may expose such Agent (as applicable) to liability or that is contrary to any Loan Document
or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law.


 


SECTION
9.04  Reliance by Agents.


 


Each Agent
shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement
or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants
and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if
it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent
of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request
and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. In determining compliance with any
condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its
terms must be fulfilled to the satisfaction of a Lender or L/C Issuer, the Administrative Agent may presume that such condition
is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such
Lender or L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.


 




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SECTION
9.05  Notice of Default.


 


The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless
the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing
such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders
of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may
be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.


 


SECTION
9.06  Credit Decision; Disclosure of Information by Agents.


 


Each Lender
and L/C Issuer acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any
Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or
any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender or
any L/C Issuer as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.
Each Lender and each L/C Issuer represents to each Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into
the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their
Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own
decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents
that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself
as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except
for notices, reports and other documents expressly required to be furnished to the Lenders or the L/C Issuers by any Agent herein,
such Agent shall not have any duty or responsibility to provide any Lender or any L/C Issuer with any credit or other information
concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan
Parties or any of their Affiliates which may come into the possession of any Agent-Related Person.


 


SECTION
9.07  Indemnification of Agents.


 


Whether or
not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to
the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro
rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided
that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting
from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final non-appealable judgment
of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders
(or such other number or percentage of the Lenders as shall be required by the


 




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Loan Documents)
shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; provided, further,
that any obligation to indemnify an L/C Issuer pursuant to this Section 9.07 shall be limited to Revolving Credit Lenders only.
In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies
whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the
foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including
Attorney Costs) incurred by each Agent, as the case may be, in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect
of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein,
to the extent that such Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties; provided
that such reimbursement by the Lenders shall not affect the Loan Parties’ continuing reimbursement obligations with respect
thereto. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other
Obligations and the resignation of the Administrative Agent or the Collateral Agent, as the case may be.


 


SECTION
9.08  Agents in Their Individual Capacities.


 


Each of Goldman
Sachs Bank USA, Bank of America Merrill Lynch International Limited, Morgan Stanley Senior Funding, Inc., UBS Securities LLC and
Citigroup Global Markets Limited and their respective Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with the Borrower and its respective Affiliates as though such Person were not an Agent and without notice to
or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, any of Goldman Sachs Bank USA, Bank of America
Merrill Lynch International Limited, Morgan Stanley Senior Funding, Inc., UBS Securities LLC and Citigroup Global Markets Limited
and/or any of their respective Affiliates may receive information regarding the Borrower or its Affiliates (including information
that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that no Agent shall
be under any obligation to provide such information to them. With respect to its Loans, each of Goldman Sachs Bank USA, Bank of
America Merrill Lynch International Limited, Morgan Stanley Senior Funding, Inc., UBS Securities LLC and Citigroup Global Markets
Limited and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not an Agent, and the terms “Lender” and “Lenders” include
Goldman Sachs Bank USA in its individual capacity. Any successor to Goldman Sachs Bank USA as the Administrative Agent or the Collateral
Agent shall also have the rights attributed to Goldman Sachs Bank USA under this paragraph.


 


SECTION
9.09  Successor Agents.


 


Each of the
Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon
thirty (30) days’ notice to the Lenders and the Borrower and if either the Administrative Agent or the Collateral Agent is
a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders.
If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower
at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of


 




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the Borrower
shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation
or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent,
as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the
Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment
as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral
Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the
case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative
Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s
resignation or removal hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX and the provisions
of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative
Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the
Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s
notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s
or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties
of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by
a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the
perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11
is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative
Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties
and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation
hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative
Agent or the Collateral Agent.


 


Any resignation
by Goldman Sachs Bank USA as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer.
If Goldman Sachs Bank USA resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations
in Unreimbursed Amounts pursuant to Section 2.03(c) another existing L/C issuer, or a successor L/C Issuer that is appointed pursuant
to the following sentence, issues substitute Letters of Credit for, or makes other arrangements to effectively assume, any such
Letters of Credit issued by Goldman Sachs Bank USA. Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which
successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged


 




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from all of
their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue
Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to Goldman Sachs Bank USA to effectively assume the obligations of Goldman Sachs Bank USA with respect to such Letters
of Credit.


 


SECTION
9.10  Administrative Agent May File Proofs of Claim.


 


In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan
or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent or the Collateral Agent shall have made any demand on the Borrower) shall be (to the fullest extent permitted
by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents
and counsel and all other amounts due to the Lenders, the Collateral Agent and the Administrative Agent under Sections 2.03(h)
and (i), 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, curator, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents
and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09, 10.04 and 10.05.


 


Nothing contained
herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


SECTION
9.11  Collateral and Guaranty Matters.


 


The Lenders
irrevocably agree:


 


(a)          that
any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be
automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x)
obligations under


 




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Secured Hedge
Agreements and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued
and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (ii) at the time the property
subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder to any
Person other than a Person required to grant a Lien to the Administrative Agent or the Collateral Agent under the Loan Documents
(or, if such transferee is a Person required to grant a Lien to the Administrative Agent or the Collateral Agent on such asset,
if necessary or advisable to effect such Disposition in the reasonably opinion of the applicable Loan Party or its counsel, such
Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the
Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer
is between parties organized under the laws of different international jurisdictions and at least one of such parties is a Foreign
Subsidiary and (z) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 10.01, if the
release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to
such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c)
below;


 


(b)          to
release or 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 by Sections 7.01(u) or (w) (in the case of clause (w),
to the extent required by the terms of the obligations secured by such Liens);


 


(c)          that
any Subsidiary Guarantor shall be automatically released 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; provided,
however, that the release of any Guarantor from its obligations under the Guaranty if such Guarantor becomes an Excluded Subsidiary
of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an
Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro
forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such
type, Holdings is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then
newly acquired) and such Investment is permitted pursuant to Section 7.02 at such time and (3) a Responsible Officer of Holdings
certifies to the Administrative Agent and the Collateral Agent compliance with preceding clauses (1) and (2); provided, further,
that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Unsecured Bridge Loans or
any Junior Financing; and


 


(d)          the
Administrative Agent and/or the Collateral Agent may, without any further consent of any Lender, enter into (i) a First Lien Intercreditor
Agreement with the Other Debt Representative for any Permitted First Priority Refinancing Notes or any Indebtedness incurred pursuant
to Section(g), (q) or (s) that is secured on a pari passu basis with the Liens securing the Obligations and/or (ii) a Junior
Lien Intercreditor Agreement with the Other Debt Representative for any Permitted Second Priority Refinancing Debt or any Indebtedness
incurred pursuant to Section(g), (q) or (s) that is secured on a junior lien basis with the Liens securing the Obligations, in
each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Administrative Agent and the Collateral
Agent may rely exclusively on a certificate of a Responsible Officer of Holdings or the Borrower as to whether any such other Liens
are permitted. Any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement entered into by the Administrative
Agent and/or


 




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Collateral
Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties.


 


Upon request
by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of
property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified
in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly (and each Lender irrevocably 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 the Borrower may reasonably request to evidence the release or subordination of such item of Collateral
from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor
from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.


 


SECTION
9.12  Other Agents; Lead Arrangers.


 


None of the
Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “joint bookrunner”,
“lead arranger”, “co-syndication agent” or “co-documentation agent” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


SECTION
9.13  Withholding Tax Indemnity.


 


To the extent
required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any
applicable withholding Tax. If the IRS or any other authority of the United States or other jurisdiction asserts a claim that the
Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including,
without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify
the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective),
such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent
that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without
limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative
Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses,
whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.13.
The agreements in this Section 9.13 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 Aggregate Commitment and the repayment,


 




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satisfaction
or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes of this Section 9.13
shall include each L/C Issuer.


 


SECTION
9.14  Appointment of Supplemental Agents. 


 


(a)          It
is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying
or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction.
It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case
of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason
of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in
any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative
Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative
Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent,
administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually
as a “Supplemental Agent” and collectively as “Supplemental Agents”).


 


(b)          In
the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power,
privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to
the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges
with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained
in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable
by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and
10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to
the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Agent, as the context may
require.


 


Should any
instrument in writing from any Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the
Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties,
such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative
Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign
or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall
vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.


 


SECTION
9.15  Lender Action; Approved Counterparties. 


 


(a)          Each
Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against
any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff (except to the
extent permitted by Section 10.09), rights on account of any banker’s lien or similar claim or other rights of self-help),
or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Guaranty or any Collateral
or any other property of any such Loan Party, without the prior written


 




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consent of the Administrative
Agent. The provisions of this Section 9.15 are for the sole benefit of the Lenders and the Agents and shall not afford any right
to, or constitute a defense available to, any Loan Party.


 


(b)          No
Approved Counterparty that obtains the benefits of Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof
or of any Guaranty or any Collateral 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 or any Guaranty (including the
release or impairment of any Collateral or any Guaranty) other than in its capacity as a Lender and/or any Agent, as applicable,
and, in such case, only to the extent expressly provided in the Loan Documents; provided that this sentence shall not in any manner
limit any rights or remedies of any Approved Counterparty pursuant to any Secured Hedge Agreement or any Treasury Services Agreement
to which it is a party. Notwithstanding any other provision of this Article IX 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, Obligations arising under any Secured Hedge Agreement or any Treasury Services Agreement unless the Administrative
Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent
may reasonably request, from the applicable Approved Counterparty.


 


Article
X

Miscellaneous


 


SECTION
10.01  Amendments, Etc.


 


Except as
otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and
no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and
acknowledged by the Administrative Agent, or by the Administrative Agent with the consent of the Required Lenders, and such Loan
Party and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided that any amendment or waiver contemplated in clause (g) below, shall only require the consent of such Loan Party
and the Required Revolving Credit Lenders or the Required Facility Lenders under the applicable Facility, as applicable; provided,
further, that no such amendment, waiver or consent shall:


 


(a)          extend
or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood
that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall
not constitute an extension or increase of any Commitment of any Lender);


 


(b)          postpone
any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Sections 2.07 or 2.08 without
the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the
terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment
of principal or interest and it being understood that any change to the definition of “Consolidated First Lien Net Leverage
Ratio” or “Consolidated Total Net Leverage Ratio” or, in each case, in the component definitions thereof shall
not constitute a reduction or forgiveness in any rate of interest);


 




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(c)          reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (ii)
of the first proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or extend
the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing
or to whom such fee or other amount is owed (it being understood that any change to the definition of “Consolidated First
Lien Net Leverage Ratio” or “Consolidated Total Net Leverage Ratio” or, in each case, in the component definitions
thereof shall not constitute a reduction or forgiveness in any rate of interest); provided that only the consent of the
Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower
to pay interest at the Default Rate;


 


(d)          change
any provision of Sections 8.04 or 10.01 or the definition of “Required Revolving Credit Lenders,” “Required Lenders,”
“Required Facility Lenders,” “Required Class Lenders” or any other provision specifying the number of Lenders
or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of each
Lender directly affected thereby (it being understood that with the consent of the Required Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of the “Required Revolving Credit Lenders,” “Required
Lenders,” “Required Facility Lenders,” “Required Class Lenders” or similar provisions on substantially
the same basis as the Initial Term Loans and the Commitments in respect of the Revolving Credit Facility, as applicable, on Closing
Date);


 


(e)          release
all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of
each Lender;


 


(f)          release
all or substantially all of the aggregate value of the Guaranty, without the written consent of each Lender;


 


(g)          (1)
waive any condition set forth in Section 4.02 as to any Credit Extension under one or more Revolving Credit Facilities or
(2) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Revolving Credit Facilities
and does not directly affect Lenders under any other Facility, in each case, without the written consent of the Required Facility
Lenders under such applicable Revolving Credit Facility or Facilities (and in the case of multiple Facilities which are affected,
with respect to any such Facility, such consent shall be effected by the Required Facility Lenders of such Facility); provided,
however, that the waivers described in this clause (g) shall not require the consent of any Lenders other than the Required
Facility Lenders under such Facility or Facilities;


 


(h)          amend,
waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six
month intervals to automatically allow intervals in excess of six months, without the written consent of each Lender affected thereby;


 


and provided,
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to
the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Issuance
Request relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect
the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable,
under this Agreement or any other Loan Document; (iii) Section 10.07(h) may not be amended, waived or otherwise modified without
the consent of each


 




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Granting Lender
all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iv)
the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment
that by its terms adversely affects the rights of such Class in respect of payments or Collateral hereunder in a manner different
than such amendment affects other Classes. Notwithstanding anything to the contrary herein, 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 or each affected Lender that
by its terms materially and adversely affects any Defaulting Lender (if such Lender were not a Defaulting Lender) to a greater
extent than other affected Lenders shall require the consent of such Defaulting Lender.


 


Each of the
parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended by the Administrative Agent, the Borrower
and the Lenders providing any Incremental Term Loans, Incremental Revolving Credit Commitments, Refinancing Term Loans, Other Revolving
Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments pursuant to an Incremental Amendment, Refinancing
Amendment or Extension Amendment without the consent of any other Lenders, to the extent (but only to the extent) necessary to
(i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including, without
limitation, in order to change or impose “MFN” pricing protection with respect to additional Loans and/or Commitments
made after the date of such amendment) and (ii) make such other changes to this Agreement and the other Loan Documents consistent
with the provisions of Section 2.14, 2.15 or 2.16, as applicable (without the consent of the Required Lenders called for therein)
and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.14, 2.15 or 2.16, as applicable,
and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.


 


Notwithstanding
the foregoing, no Lender consent is required to effect any amendment or supplement to any First Lien Intercreditor Agreement, any
Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for
the purpose of adding the holders of Permitted First Priority Refinancing Debt, or Permitted Second Priority Refinancing Debt,
as expressly contemplated by the terms of such First Lien Intercreditor Agreement, such Junior Lien Intercreditor Agreement or
such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such
amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination
of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse,
in any material respect, to the interests of the Lenders); provided, further, that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without
the prior written consent of the Administrative Agent.


 


Notwithstanding
the foregoing, (a) 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 (x) to correct
or cure


 




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ambiguities,
errors, omissions, defects, (y) to effect administrative changes of a technical or immaterial nature or (z) to fix incorrect cross
references or similar inaccuracies in this Agreement or the applicable Loan Document, and (b) the Collateral Documents and related
documents in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative
Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at
the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver
is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or
defects or (iii) to cause such Collateral Documents or other document to be consistent with this Agreement and the other Loan Documents;
provided that, in any such case, such amendment, supplement or waiver shall become effective only if the same is not objected to
in writing by the Required Lenders to the Administrative Agent within five (5) days following receipt of notice thereof.


 


Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, the Borrower and the Administrative Agent may enter into
any Incremental Amendment in accordance with Section 2.14, Refinancing Amendment in accordance with Section 2.15 and Extension
Amendment in accordance with Section 2.16 and such Incremental Amendments, Refinancing Amendments and Extension Amendments shall
be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action
or consent of any other party to any Loan Document.


 


SECTION
10.02  Notices and Other Communications; Facsimile Copies.


 


(a)          General.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan
Document shall be in writing (including by facsimile or other electronic image scan transmission). All such written notices shall
be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)          if
to the Borrower (or any other Loan Party) or the Administrative Agent, the Collateral Agent, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and


 


(ii)         if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to the Borrower and the Administrative Agent, the Collateral Agent and each L/C Issuer.


 


All such
notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant
party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B)
if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of


 




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delivery is
subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative
Agent, the Collateral Agent or any L/C Issuer pursuant to Article II shall not be effective until actually received by such Person.
In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.


 


(b)          Effectiveness
of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic image
scan communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force
and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.


 


(c)          Reliance
by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon
any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified
herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct
as determined in a final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to the Administrative
Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby
consents to such recording.


 


(d)          Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished
by electronic communication (including e mail, FpML messaging, 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 L/C Issuer pursuant to Article
II if such Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent, the L/C Issuers or the Borrower may each, 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. Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor; provided that,
for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the
recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business
day for the recipient.


 


(e)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND,


 




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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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
In no event shall the Administrative Agent, the Collateral Agent, any Lead Arranger or any of their respective Related Parties
(the “Agent Parties”) have any liability to any Loan Party, any Lender, the L/C Issuers or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether or not based on strict liability and including direct
or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise)) arising
out of the Borrower’s, any other Loan Party’s or any Agent Party’s transmission of Borrower Materials or notices
through the Platform, any other electronic platform or electronic messaging service, or through the Internet.


 


SECTION
10.03  No Waiver; Cumulative Remedies.


 


No failure
by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under
each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 


SECTION
10.04  Attorney Costs and Expenses.


 


The Borrower
agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers
for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication
and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions (other than the occurrence of the Closing Date) contemplated hereby or thereby
are consummated) and any other documents prepared in connection herewith or therewith, and the consummation and administration
of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one counsel to the
Arrangers and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders
taken as a whole) and (b) from and after the Closing Date, (i) to pay all reasonable out of pocket expenses incurred by any L/C
Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,
and (ii) to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable
and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation (whether through negotiations,
legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such
costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all
respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent
and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of
the Lenders taken as a whole) and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction
to each group of similarly situated affected Persons)). The foregoing costs and expenses shall include all reasonable search, filing,
recording and title insurance charges and fees related thereto, and other reasonable and


 




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documented
out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate
Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days
of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested
by the Borrower and to the extent reasonably available, backup documentation supporting such reimbursement request; provided
that with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to
the extent invoiced to the Borrower within three Business Days of the Closing Date (except as otherwise reasonably agreed by the
Borrower). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan
Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. For the avoidance
of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages,
penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.


 


SECTION
10.05  Indemnification by the Borrower.


 


The Borrower
shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, and their respective
officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the
“Indemnitees”) from and against any and all liabilities (including Environmental Liabilities), obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs
but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other
charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees
taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict
of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected Indemnitees) of
any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of
any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby
or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed
use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or (c) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation,
litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and regardless of whether any such matter
is initiated by a third party or by Holdings, the Borrower, any of their respective Affiliates, creditors or equity holders or
any other Person (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing,
such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence,
bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees,
partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction,
(y) a material breach of any funding obligations, or a material breach in


 




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bad faith of
any other obligations, under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers,
employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent
jurisdiction or (z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling
its role as an agent or arranger or any similar role or as a letter of credit issuer under any Facility and other than any claims
arising out of any act or omission of Holdings, the Borrower, the Investors or any of their Affiliates). No Indemnitee shall be
liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other
similar information transmission systems in connection with this Agreement, nor shall any Indemnitee, Loan Party or any Subsidiary
have any liability for any special, punitive, indirect or consequential or exemplary damages relating to this Agreement or any
other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)
(other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and
for any out-of-pocket expenses); it being agreed that this sentence shall not limit the indemnification obligations of Holdings,
the Borrower or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this
Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought
by any Loan Party, any Subsidiary of a Loan Party, any of their respective Affiliates, directors, stockholders or creditors or
an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions
contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05
shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement
request); provided, however, that such Indemnitee shall promptly refund the amount of any payment to the extent that
there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect
to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive
the resignation of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section
10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands,
actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.


 


SECTION
10.06  Payments Set Aside.


 


To the extent
that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right
of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,
then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest
extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand
its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment.


 




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SECTION
10.07  Successors and Assigns.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (except as permitted by Section 7.04) and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions
of Section 10.07(b) (such an assignee, an “Eligible Assignee”) (A) in the case of any Assignee that, immediately
prior to or upon giving effect to such assignment, is an Affiliated Lender, Section 10.07(l), (B) in the case of any Assignee that
is Holdings or any of its Subsidiaries, Section 10.07(m), or (C) in the case of any Assignee that, immediately prior to or upon
giving effect to such assignment, is a Debt Fund Affiliate, Section 10.07(p), (ii) by way of participation in accordance with the
provisions of Section 10.07(f), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section
10.07(h) or (iv) to an SPC in accordance with the provisions of Section 10.07(i) (and any other attempted assignment or transfer
by any party hereto shall be null and void); provided, however, that notwithstanding anything to the contrary, (x)
no Lender may assign or transfer by participation any of its rights or obligations hereunder to (i) any Person that is a Defaulting
Lender or a Disqualified Lender, (ii) a natural Person or (iii) to Holdings, the Borrower or any of their respective Subsidiaries
(except pursuant to Section 2.05(a)(v) or Section 10.07(m)) and (y) no Lender may assign any of its rights or obligations
under the Revolving Credit Facility hereunder without the consent of the Borrower (not to be unreasonably withheld or delayed)
unless (i) such assignment or transfer is to a Revolving Credit Lender or (ii) an Event of Default under Section 8.01(a) or, solely
with respect to the Borrower, Section 8.01(f), has occurred and is continuing; provided that the Borrower shall be deemed
to have consented to any assignment of Term Loans and Revolving Credit Loans unless the Borrower shall have objected thereto within
fifteen (15) Business Days after having received written notice thereof. 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,
Participants to the extent provided in Section 10.07(f) and, to the extent expressly contemplated hereby, the Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement. The Administrative Agent shall have no responsibility
or liability for monitoring or enforcing the list of Disqualified Lenders or for any assignment of any Loan or Commitment or for
the sale of any participation, in either case, to a Disqualified Lender.


 


(b)          (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this Section 10.07(b), participations in L/C Obligations) 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 (i) an assignment of all or any portion of the
Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) an assignment related to Revolving Credit Commitments
or Revolving Credit Exposure to a Revolving Credit Lender (including any Affiliate of such Revolving Credit Lender of similar creditworthiness),
(iii) if an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) has occurred and
is continuing or (iv) an assignment of all or a portion of the Loans pursuant to Section 10.07(l), Section 10.07(m) or Section
10.07(p);


 




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(B)         the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all
or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) all or any portion of the Loans
pursuant to Section 10.07(l) or Section 10.07(m);


 


(C)         each
L/C Issuer at the time of such assignment; provided that no consent of the L/C Issuers shall be required for any assignment
not related to Revolving Credit Commitments or Revolving Credit Exposure.


 


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


 


(A)         except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s 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 an amount of $5,000,000 (in the case of each Revolving Credit
Loan), $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of $1,000,000 (in the case of each Revolving
Credit Loan) or $1,000,000 (in the case of Term Loans) in excess thereof (or, if less, the remaining portion of the assigning Lender’s
Loans and/or Commitments under the applicable Facility) (provided that simultaneous assignments to or from two or more Approved
Funds shall be aggregated for purposes of determining compliance with this Section 10.07(b)(ii)(A)), unless each of the Borrower
and the Administrative Agent otherwise consents; provided that such amounts shall be aggregated in respect of each Lender
and its Affiliates or Approved Funds, if any;


 


(B)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic
settlement system acceptable to the Administrative Agent (or if previously agreed with the Administrative Agent, manually), 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 only one such fee shall be payable in the event of simultaneous assignments to or from two or more
Approved Funds; and


 


(C)         other
than in the case of assignments pursuant to Section 10.07(m), the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire (in which the Assignee shall designate one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Loan Parties and their Affiliates or their respective
securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures
and applicable laws, including federal and state securities laws) and all applicable tax forms required pursuant to Section 3.01(d).


 


This paragraph (b) shall not
prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis
among such Facilities.


 




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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 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, the Collateral
Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share
of all Loans and participations in Letters of Credit in accordance with its Pro Rata Share. 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.


 


(c)          Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Sections 10.07(d) and (e), from and after the effective
date specified in each Assignment and Assumption, (1) other than in connection with an assignment pursuant to Section 10.07(m),
the Eligible Assignee thereunder shall be a party to this Agreement 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 (2) the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request,
and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause
(c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with Section 10.07(f).


 


(d)          The
Administrative Agent, acting solely for this purpose as a nonfiduciary agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption, each Affiliated Lender Assignment and Assumption delivered to it,
and each notice of cancellation of any Loans delivered by the Borrower or another Restricted Subsidiary pursuant to Section 10.07(m)
and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and
related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due
under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and,
with respect to such Lender’s own interest only, any Lender, at any reasonable time and from time to time upon reasonable
prior notice. This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained
in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2)


 




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of the Code
and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).
Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether
any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the aggregate amount of Term Loans
or Incremental Term Loans held by Affiliated Lenders.


 


(e)          Upon
its receipt of, and consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, an
Administrative Questionnaire completed in respect of the assignee (unless the Assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative
Agent, if required, and, if required, the Borrower and each L/C Issuer to such assignment and any applicable tax forms required
pursuant to Section 3.01(d), the Administrative Agent shall promptly (i) accept such Assignment and Assumption and (ii) record
the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register
as provided in this paragraph (e).


 


(f)          Any
Lender may at any time sell participations to any Person, subject to the proviso to Section 10.07(a) (each, a “Participant”),
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision
of this Agreement or the other 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, waiver or other modification described in the first proviso
to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(g), the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such
Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To
the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were
a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that
sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s
interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or Letters
of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary in connection
with an audit or other proceeding to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent
(in its capacity as such) shall have no responsibility for maintaining a Participant Register.


 




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(g)          A
Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent, not to be unreasonably withheld or delayed.


 


(h)          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 (including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.


 


(i)          Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an
“SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated
to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any
Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the applicable Loan or any applicable
part thereof, shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) an SPC shall
be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Section), but
neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase
or change the obligations of the Borrower under this Agreement except in the case of Sections 3.01 or 3.04, to the extent that
the grant to the SPC was made with the prior written consent of the Borrower (not to be unreasonably withheld or delayed; for the
avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if an exercise by SPC immediately after the
grant would result in materially increased indemnification obligations to the Borrower at such time), (ii) no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan
Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained
herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment
of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting
Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency,
commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.


 


(j)          Notwithstanding
anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may
in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any,
held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and
the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with
the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under
the Loan Documents and


 




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(ii) such trustee
shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired
ownership rights with respect to the pledged interest through foreclosure or otherwise.


 


(k)          Notwithstanding
anything to the contrary contained herein, any L/C Issuer may, upon thirty (30) days’ notice to the Borrower and the Lenders,
resign as an L/C Issuer; provided that on or prior to the expiration of such 30-day period with respect to such resignation,
the relevant L/C Issuer shall have identified a successor L/C Issuer reasonably acceptable to the Borrower and the Administrative
Agent that is willing to accept its appointment as successor L/C Issuer. In the event of any such resignation of an L/C Issuer,
the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer hereunder;
provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C
Issuer, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations
of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an
L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).


 


(l)          Any
Lender may, so long as no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion of its
rights and obligations with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment,
an Affiliated Lender through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type
described in Section 2.05(a)(v) or (y) open market purchases on a non-pro rata basis, in each case subject to the following limitations:


 


(i)          the
assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative
Agent an assignment agreement substantially in the form of Exhibit F-2 hereto (an “Affiliated Lender Assignment
and Assumption”);


 


(ii)         Affiliated
Lenders will not (i) receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted
to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than
the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to
be delivered to Lenders pursuant to Article II or (ii) challenge the Administrative Agent and the Lenders’ attorney client
privilege;


 


(iii)        the
aggregate principal amount of Term Loans held at any one time by any Affiliated Lender and its Affiliates (other than any Debt
Fund Affiliates) shall not exceed 10% of the original principal amount of all Term Loans at such time outstanding (such percentage,
the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would result
in the aggregate principal amount of all Loans held by such Affiliated Lender and its Affiliates (other than any Debt Fund Affiliates)
exceeding the Affiliated Lender Cap with respect to such Affiliated Lender and its Affiliates (other than any Debt Fund Affiliates),
the assignment of such excess amount will be void ab initio; and


 


(iv)        as
a condition to each assignment pursuant to this clause (l), the Administrative Agent shall have been provided a notice in the form
of Exhibit F-3 to this Agreement in connection with each assignment to an Affiliated Lender or a Person that upon


 




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effectiveness
of such assignment would constitute an Affiliated Lender pursuant to which such Affiliated Lender shall waive any right to bring
any action in connection with such Term Loans against either the Administrative Agent or the Collateral Agent, in its capacity
as such.


 


(v)         Each
Affiliated Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it acquires
any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten
(10) Business Days) if it becomes an Affiliated Lender. Such notice shall contain the type of information required and be delivered
to the same addressee as set forth in Exhibit F-3.


 


(m)          Any
Lender may, so long as no Default or Event of Default has occurred and is continuing and no proceeds of Revolving Credit Borrowings
are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations
with respect to Term Loans under this Agreement to Holdings or any Restricted Subsidiary through (x) Dutch auctions open to all
Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) notwithstanding
Sections 2.12 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided
that in connection with assignments pursuant to clause (y) above:


 


(i)          if
Holdings or any Intermediate Holding Company is the assignee, upon such assignment, transfer or contribution, Holdings or such
Intermediate Holding Company shall automatically be deemed to have contributed the principal amount of such Term Loans, plus all
accrued and unpaid interest thereon, to the Borrower; or


 


(ii)         if
the assignee is the Borrower (including through contribution or transfers set forth in clause (i) above) or another Restricted
Subsidiary), (A) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned
or transferred to the Borrower or such Restricted Subsidiary shall be deemed automatically cancelled and extinguished on the date
of such contribution, assignment or transfer, (B) the aggregate outstanding principal amount of Term Loans of the remaining Lenders
shall reflect such cancellation and extinguishing of the Term Loans then held by the Borrower and (C) the Borrower shall promptly
provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative
Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register.


 


(n)          Notwithstanding
anything in Section 10.01 or the definition of “Required Lenders,” “Required Class Lenders,” or “Required
Facility Lenders” to the contrary, for purposes of determining whether the Required Lenders, the Required Class Lenders (in
respect of a Class of Term Loans) or the Required Facility Lenders have (i) consented (or not consented) to any amendment, modification,
waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom
unless the action in question affects any Non-Debt Affiliate in a disproportionately adverse manner than its effect on the other
Lenders, or subject to Section 10.07(o), any plan of reorganization pursuant to the U.S. Bankruptcy Code, (ii) otherwise acted
on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any
action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right
to consent (or not consent), otherwise act or


 




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direct or require
the Administrative Agent or any Lender to take (or refrain from taking) any such action and:


 


(A)         all
Term Loans held by any Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether the Required
Lenders, the Required Class Lenders (in respect of a Class of Term Loans) or the Required Facility Lenders have taken any actions;
and


 


(B)         all
Term Loans held by Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether all Lenders
have taken any action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than
its effect on other Lenders.


 


(o)          Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that and each Affiliated
Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced
by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably
authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held
by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs
such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the
Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion
(and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent
any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately adverse
manner to such Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated
Lenders.


 


(p)          Notwithstanding
anything in Section 10.01 or the definition of “Required Lenders” to the contrary, for purposes of determining whether
the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with
respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter
related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain
from taking any action) with respect to or under any Loan Document, all Term Loans, Revolving Credit Commitments and Revolving
Credit Loans held by Debt Fund Affiliates may not account for more than 49.9% (pro rata among such Debt Fund Affiliates) of the
Term Loans, Revolving Credit Commitments and Revolving Credit Loans of consenting Lenders included in determining whether the Required
Lenders have consented to any action pursuant to Section 10.01.


 


SECTION
10.08  Confidentiality.


 


Each of the
Agents and the Lenders agrees to maintain the confidentiality of the Information and not to disclose such information, except that
Information may be disclosed (a) to its Affiliates and its Affiliates’ managers, administrators, directors, officers, employees,
trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or self-regulatory
authority having or asserting


 




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jurisdiction
over such Person (including any Governmental Authority or examiner (including the National Association of Insurance Commissioners
or any other similar organization) regulating any Lender or its Affiliates); provided that such Agent or such Lender, as
applicable, agrees that it will notify the Borrower as soon as practicable in the event of any such disclosure by such Person (other
than at the request of a regulatory authority or examiner) unless such notification is prohibited by law, rule or regulation; (c)
to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect
to the Facilities or market data collectors, similar services providers to the lending industry and service providers to the Administrative
Agent in connection with the administration and management of this Agreement and the Loan Documents; (d) to the extent required
by applicable Laws or regulations or by any subpoena or similar legal process; provided that such Agent or such Lender,
as applicable, agrees that it will notify the Borrower as soon as practicable in the event of any such disclosure by such Person
(other than at the request of a regulatory authority or examiner) unless such notification is prohibited by law, rule or regulation;
(e) to any other party to this Agreement; (f) subject to an agreement containing provisions at least as restrictive as those set
forth in this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section
10.07(h), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant
in any of its rights or obligations under this Agreement (provided that the disclosure of any such Information to any Lenders
or Eligible Assignees or Participants shall be made subject to the acknowledgement and acceptance by such Lender, Eligible Assignee
or Participant that such Information is being disseminated on a confidential basis (on substantially the terms set forth in this
Section 10.08 or as otherwise reasonably acceptable to the Borrower, including, without limitation, as agreed in any Borrower Materials)
in accordance with the standard processes of such Agent or customary market standards for dissemination of such type of Information;
(g) with the written consent of the Borrower; (h) to the extent such Information becomes publicly available other than as a result
of a breach of this Section 10.08 or becomes available to the Agents, the Lead Arrangers, any Lender, the L/C Issuer or any of
their respective Affiliates on a non-confidential basis from a source other than a Loan Party or any Specified Investor or their
respective known Affiliates (so long as such source is not known to the disclosing Agent, Lead Arranger, such Lender, such L/C
Issuer or any of its Affiliates to be bound by confidentiality obligations to any Loan Party); (i) to any Governmental Authority
or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender;
(j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from
such Lender) or to the CUSIP Service Bureau or any similar organization; (k) in connection with the exercise of any remedies hereunder,
under any other Loan Document or the enforcement of its rights hereunder or thereunder or (l) to the extent such Information is
independently developed by the Agents, the Lead Arrangers, such Lender, such L/C Issuer or any of their respective Affiliates;
provided that no disclosure shall be made to any Disqualified Lender. In addition, the Agents and the Lenders may disclose
the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section
10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates
or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors or agents, relating to Holdings,
the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent,
any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided
that,


 




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subject to
the penultimate paragraph of Section 6.02, all information received after the Closing Date from Holdings, each Intermediate Holding
Company, the Borrower or any of its Subsidiaries shall be deemed confidential unless such information is clearly identified at
the time of delivery as not being confidential.


 


SECTION
10.09  Setoff.


 


In addition
to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default,
each Lender and its Affiliates (and the Administrative Agent and the Collateral Agent and their respective Affiliates, in respect
of any unpaid fees, costs and expenses payable to it hereunder) is authorized at any time and from time to time, without prior
notice to Holdings, the Borrower or any other Loan Party, any such notice being waived by Holdings, the Borrower and each other
Loan Party (on its own behalf and on behalf of each of its Subsidiaries) to the fullest extent permitted by applicable Law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other
Indebtedness at any time owing by, such Lender and its Affiliates or such Agent or its Affiliates to or for the credit or the account
of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or
the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such
Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations
may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 Agents, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent
a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent and the Collateral Agent after any such
set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity
of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section
10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral
Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such
Guarantor.


 


SECTION
10.10  Interest Rate Limitation.


 


Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b)
exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread


 




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in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


SECTION
10.11  Counterparts.


 


This Agreement
and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed
counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed
counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures
delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that
the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier
or other electronic transmission.


 


SECTION
10.12  Integration; Termination.


 


This Agreement,
together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof
and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided
that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not
be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties
thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.


 


SECTION
10.13  Survival of Representations and Warranties.


 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their
behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit
Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid
or unsatisfied or any Letter of Credit shall remain outstanding.


 


SECTION
10.14  Severability.


 


If any provision
of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 10.14, 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, any L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to
the extent not so limited. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the


 




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 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 any L/C Issuer, as applicable, then such provisions shall be deemed to be in effect
only to the extent not so limited.


 


SECTION
10.15  GOVERNING LAW.


 


(a)          THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)          ANY
LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND
EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT
IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH AGENT AND EACH LENDER
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT
OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER OR OTHER ELECTRONIC TRANSMISSION)
IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


SECTION
10.16  WAIVER OF RIGHT TO TRIAL BY JURY.


 


TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 




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SECTION
10.17  Binding Effect.


 


This Agreement
shall become effective when it shall have been executed by the Loan Parties, the Administrative Agent, the Collateral Agent, the
Lenders and L/C Issuers party hereto on the Closing Date, the conditions set forth in Sections 4.01 and 4.02 have been satisfied
or waived in accordance with this Agreement and the Administrative Agent shall have notified by each Lender, and the L/C Issuers
party hereto on the Closing Date that each such Lender and L/C Issuer has executed it and, thereafter, shall be binding upon and
inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case
in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.


 


SECTION
10.18  USA PATRIOT Act.


 


Each Lender
that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name, address and tax identification number of such Loan Party
and other information regarding such Loan Party that will allow such Lender or the Administrative Agent, as applicable, to identify
such Loan Party in accordance with the USA PATRIOT Act. This notice is given in accordance with the requirements of the USA PATRIOT
Act and is effective as to the Lenders and the Administrative Agent.


 


SECTION
10.19  No Advisory or Fiduciary Responsibility.


 


(a)          In
connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services
in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document)
are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents, the
Lead Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including
any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction,
each of the Agents, the Lead Arrangers and the Lenders is and has been acting solely as a principal and is not the financial advisor,
agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii)
none of the Agents, the Lead Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility
in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including
with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent
or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents,
the Lead Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents, the Lead
Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests
that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Lead Arrangers or
the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or


 




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fiduciary relationship
and (v) the Agents, the Lead Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory
or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors
to the extent they have deemed appropriate. Each Loan Party hereby waives and releases, to the fullest extent permitted by law,
any claims that it may have against the Agents, the Lead Arrangers and the Lenders with respect to any breach or alleged breach
of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations.


 


Each Loan
Party acknowledges and agrees that each Lender, the Lead Arrangers and any affiliate thereof may lend money to, invest in, and
generally engage in any kind of business with, any of the Borrower, Holdings, any Investor, any Affiliate thereof or any other
person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, the Lead Arrangers
or Affiliate thereof were not an Lender or the Lead Arrangers (or an agent or any other person with any similar role under the
Facilities) and without any duty to account therefor to any other Lender, the Lead Arrangers, Holdings, the Borrower, any Investor
or any Affiliate of the foregoing. Each Lender, the Lead Arrangers and any affiliate thereof may accept fees and other consideration
from Holdings, the Borrower, any Investor or any Affiliate thereof for services in connection with this Agreement, the Facilities
or otherwise without having to account for the same to any other Lender, the Lead Arrangers, Holdings, the Borrower, any Investor
or any Affiliate of the foregoing. Some or all of the Lenders and the Lead Arrangers may have directly or indirectly acquired certain
equity interests (including warrants) in Holdings, the Borrower, an Investor or an Affiliate thereof or may have directly or indirectly
extended credit on a subordinated basis to Holdings, the Borrower, an Investor or an Affiliate thereof. Each party hereto, on its
behalf and on behalf of its affiliates, acknowledges and waives the potential conflict of interest resulting from any such Lender,
the Lead Arrangers or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities
or otherwise acting as arranger or agent thereunder and such Lender, the Lead Arrangers or Affiliate thereof directly or indirectly
holding equity interests in or subordinated debt issued by Holdings, the Borrower, an Investor or an Affiliate thereof.


 


SECTION
10.20  Electronic Execution of Assignments.


 


The words
“execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping 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.


 


SECTION
10.21  Effect of Certain Inaccuracies.


 


In the event
that any financial statement or Compliance Certificate previously delivered pursuant to Section 6.02 was inaccurate (regardless
of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the
Applicable Rate applied for such Applicable Period, then (i) Holdings shall as soon as practicable deliver to the Administrative
Agent a corrected financial statement and a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Rate
shall be determined based on the


 




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corrected Compliance
Certificate for such Applicable Period, and (iii) the Borrower shall within 15 days after the delivery of the corrected financial
statements and Compliance Certificate pay to the Administrative Agent the accrued additional interest or fees owing as a result
of such increased Applicable Rate for such Applicable Period. This Section 10.21 shall not limit the rights of the Administrative
Agent or the Lenders with respect to Sections 2.08(b) and 8.01.


 


SECTION
10.22  Judgment Currency


 


If for the
purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed
to be payable herein (the “Specified Currency”) into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking
procedures any Lender could purchase the Specified Currency with such other currency at such Lender’s New York office on
the Business Day preceding that on which final judgment is given. The obligations of the Borrower in respect of any sum due to
any Lender hereunder shall, notwithstanding any judgment in a currency other than the Specified Currency, be discharged only to
the extent that on the Business Day following receipt by such Lender of any sum adjudged to be so due in such other currency such
Lender may in accordance with normal banking procedures purchase the Specified Currency with such other currency; if the amount
of the Specified Currency so purchased is less than the sum originally due to such Lender in the Specified Currency, the Borrower
agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to
indemnify the Lender against such loss, and if the amount of the Specified Currency so purchased exceeds the sum originally due
to such Lender in the Specified Currency, such Lender agrees to remit such excess to the Borrower.


 


SECTION
10.23  Acknowledgement 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 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 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


 




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(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.


 


Article
XI

Guaranty


 


SECTION
11.01  The Guaranty.


 


Each Guarantor
hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety, to the Administrative
Agent, for the benefit of the Secured Party and their respective successors and assigns, the prompt payment in full when due (whether
at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest
(including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code
after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on
the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Obligations (other than with
respect to any Guarantor, Excluded Swap Obligations of such Guarantor) from time to time owing to the Secured Parties by any Loan
Party under any Loan Document or any Loan Party or any Restricted Subsidiary under any Secured Hedge Agreement or any Treasury
Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called
the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other
Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of
any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.


 


SECTION
11.02  Obligations Unconditional.


 


The obligations
of the Guarantors under Section 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable
Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement
or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for
any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal
or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the
Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:


 


(i)          at
any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of
or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


 




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(ii)         any
of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein shall be done or omitted;


 


(iii)        the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any
respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended
or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section
11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;


 


(iv)        any
Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed
Obligations shall fail to be perfected; or


 


(v)         the
release of any other Guarantor pursuant to Section 11.10.


 


The Guarantors
hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever,
and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement
or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any
other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any
and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice
of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations,
and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and
all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee
of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held
by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon
the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other
person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security
or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to
the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during
the term of this Agreement there may be no Guaranteed Obligations outstanding.


 


SECTION
11.03  Reinstatement.


 


The obligations
of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in insolvency, bankruptcy or
reorganization, pursuant to any Debtor Relief Law or otherwise.


 




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SECTION
11.04  Subrogation; Subordination.


 


Each Guarantor
hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination
of the Aggregate Commitments of the Lenders under this Agreement, it shall waive any claim and shall not exercise any right or
remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation
or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations. Any Indebtedness of any Loan Party permitted pursuant to Sections 7.03(b)(ii) or 7.03(d) shall be subordinated to
such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.


 


SECTION
11.05  Remedies.


 


The Guarantors
jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement
and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have
become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding
any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and
payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the
Guarantors for purposes of Section 11.01.


 


SECTION
11.06  Instrument for the Payment of Money.


 


Each Guarantor
hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and
agrees that any Secured Party, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due
hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.


 


SECTION
11.07  Continuing Guaranty.


 


The guarantee
in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.


 


SECTION
11.08  General Limitation on Guarantee Obligations.


 


In any action
or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal
or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations
of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated
to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party
or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution
established in Section 11.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.


 




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SECTION
11.09  Information.


 


Each Guarantor
assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that each Guarantor assumes and incurs under this Guaranty, and agrees that no Secured Party shall have any duty to advise
any Guarantor of information known to it regarding those circumstances or risks.


 


SECTION
11.10  Release of Guarantors.


 


If, in compliance
with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor
are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan
Party (or a Person that is required to become a Loan Party as a result of such sale or other transfer) or (ii) any Subsidiary Guarantor
becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically
released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant
any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity
Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral
Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents
as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s
expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance
with the relevant provisions of the Collateral Documents.


 


When all
Aggregate Commitments hereunder have terminated, and all Loans or other Obligations have been paid in full (other than obligations
under Treasury Services Agreements or Secured Hedge Agreements not yet accrued and payable and contingent indemnification obligations
not yet accrued and payable) hereunder, and no Letter of Credit remains outstanding (unless the Outstanding Amount of the L/C Obligations
related thereto and all Cash Collateralized Letters of Credit have been Cash Collateralized or a backstop letter of credit reasonably
satisfactory to the applicable L/C Issuer is in place), this Agreement and the guarantees made herein shall terminate with respect
to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.
The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned
by such Guarantor in accordance with the relevant provisions of the Collateral Documents.


 


SECTION
11.11  Right of Contribution.


 


Each Guarantor
hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made
hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder
which has not paid its proportionate share of such payment, in an amount not to exceed the highest amount that would be valid and
enforceable and not subordinated to the claims of other creditors as determined in any action or proceeding involving any state
corporate, limited partnership or limited liability law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization
or other law affecting the rights of creditors generally. Each Subsidiary Guarantor’s right of contribution shall be subject
to the terms and conditions of Section 11.04. The provisions of this


 




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Section 11.11
shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Agents, the L/C Issuers, the Lenders
and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Agents, the L/C Issuer, the Lenders and
the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.


 


SECTION
11.12  Cross-Guaranty.


 


Each Qualified
ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations
under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified
ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred
without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings
of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Obligations have been
indefeasibly paid and performed in full and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this
Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified
Guarantor for all purposes of the Commodity Exchange Act.


 


SECTION
11.13  Limitations with respect to the Luxembourg Guarantors.


 


Notwithstanding
the foregoing and any other provision of this Agreement to the contrary, the Guaranty and the indemnity and other obligations of
each Guarantor which is incorporated under or governed by the laws of the Grand-Duchy of Luxembourg (a “Luxembourg Guarantor”):


 


(a)          shall
not apply to any payment which, if made, would either constitute a misuse of corporate assets as defined under article 171-1 of
the Luxembourg law of 10 August, 1915 on commercial companies, as amended, (the “Luxembourg Law on Commercial Companies”)
or amount to prohibited financial assistance as provided in article 49-6 and following of the Luxembourg Law on Commercial Companies;
and


 


(b)          shall
be limited in respect of obligations and liabilities of the other Loan Parties other than direct and indirect Subsidiaries of the
relevant Luxembourg Guarantor at any time, to an aggregate amount not exceeding:


 


(i)          an
amount equal to the aggregate (without double-counting) of (x) all moneys received by such Luxembourg Guarantor or its direct or
indirect present or future subsidiaries under this Agreement and (y) the aggregate amount directly or indirectly made available
to such Luxembourg Guarantor or its direct or indirect present or future subsidiaries by Holdings or any of its Subsidiaries that
has been financed by a Credit Extension under this Agreement; plus


 


(ii)         ninety-five
per cent. (95%) of the greater of (x) such Luxembourg Guarantor’s own funds (capitaux propres; as referred to in article
34 of the Luxembourg Act


 




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dated 19
December 2002 concerning the trade and companies register as well as the accounting and annual accounts of companies, as amended,
hereinafter the “2002 Luxembourg Act”), as increased by the amount of any Intra-Group Liabilities, each as reflected
in its last filed annual accounts on the date of payment by such Luxembourg Guarantor under this Agreement and (y) such Luxembourg
Guarantor’s own funds (capitaux propres; as referred to in article 34 of the 2002 Luxembourg Act) as increased by
the amount of any Intra-Group Liabilities, each as reflected in its filed annual audited accounts as of the Closing Date.


 


For the purposes
of this Section 11.13, “Intra-Group Liabilities” means all existing liabilities owed by the relevant Luxembourg
Guarantor to Holdings or any of its Subsidiaries that have not been financed, directly or indirectly, by a Credit Extension under
this Agreement or a borrowing under any similar third party debt.


 


[END OF CONFORMED
COPY THROUGH AMENDMENT NO. 4]


 




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