Exhibit 10.22


 


	 	Published CUSIP Number:	78636LAA9
	 	Revolving Credit CUSIP Number:	7836LAB7
	 	Term Loan A CUSIP Number:	78636LAC5




  


CREDIT AGREEMENT


 


by and among


 


SAFARILAND, LLC


 


and


 


THE GUARANTORS PARTY HERETO


 


and


 


THE LENDERS PARTY HERETO


 


and


 


PNC BANK, NATIONAL ASSOCIATION,


as Administrative Agent, Swingline Loan Lender
and Issuing Lender


 


BANK OF AMERICA, N.A.,


as Syndication Agent


  


PNC CAPITAL MARKETS LLC


and


BOFA SECURITIES, INC.,


as Joint Lead Arrangers and Joint Bookrunners


  


Dated as of July 23, 2021


 






     


     


    

 


Table
of Contents


 


Page


 


	ARTICLE 1 CERTAIN DEFINITIONS	1




 


		1.1	Certain Definitions	1



 


		1.2	Construction	51



 


		1.3	Accounting Principles; Changes in GAAP	51



 


		1.4	LIBOR Notification	52



 


		1.5	Limited Condition Transactions	52



 


	ARTICLE 2 REVOLVING CREDIT AND SWINGLINE LOAN FACILITIES	53




 


		2.1	Revolving Credit Commitments	53



 


		2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans	53



 


		2.3	Commitment Fees	54



 


		2.4	Termination or Reduction of Revolving Credit Commitments	54



 


		2.5	Revolving Credit Loan Requests; Conversions and Renewals; Swingline Loan Requests	54



 


		2.6	Making Revolving Credit Loans and Swingline Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit
                                                               Loans; Borrowings to Repay Swingline Loans	55



 


		2.7	Notes	57



 


		2.8	Letter of Credit Subfacility	58



 


	ARTICLE 3 TERM LOANS	65




 


		3.1	Term Loan Commitments	65



 


		3.2	Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms	65



 


	ARTICLE 4 INTEREST RATES	66




 


		4.1	Interest Rate Options	66



 


		4.2	Interest Periods	67



 


		4.3	Interest After Default	67



 


		4.4	LIBOR Rate Unascertainable; Increased Costs; Deposits Not Available; Illegality; Benchmark Replacement Setting	68



 


		4.5	Selection of Interest Rate Options	71



 


	ARTICLE 5 PAYMENTS; Taxes; Yield maintenance; ETC.	72




 


		5.1	Payments	72



 


		5.2	Voluntary Prepayments	72



 






    -i- 


     


    

 


Table
of Contents


(continued)


Page


 


		5.3	Mandatory Prepayments	73



 


		5.4	Pro Rata Treatment of Lenders	74



 


		5.5	Sharing of Payments by Lenders	75



 


		5.6	Administrative Agent’s Clawback	75



 


		5.7	Interest Payment Dates	76



 


		5.8	Increased Costs	76



 


		5.9	Taxes	77



 


		5.10	Indemnity	81



 


		5.11	Settlement Date Procedures	82



 


		5.12	Cash Collateral	82



 


		5.13	Replacement of a Lender	83



 


		5.14	Designation of a Different Lending Office	84



 


		5.15	Defaulting Lenders	84



 


		5.16	Maturity Extensions	87



 


		5.17	Incremental Loans	89



 


	ARTICLE 6 REPRESENTATIONS AND WARRANTIES	93




 


		6.1	Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default	93



 


		6.2	Loan Parties; Subsidiaries and Owners; Investment Companies	94



 


		6.3	Validity and Binding Effect	94



 


		6.4	No Conflict; Material Agreements; Consents	95



 


		6.5	Litigation	95



 


		6.6	Financial Statements	95



 


		6.7	No Material Adverse Change	96



 


		6.8	Margin Stock	96



 


		6.9	Full Disclosure	96



 


		6.10	Taxes	97



 


		6.11	Intellectual Property	97



 


		6.12	Ownership of Property; Liens in the Collateral	97



 


		6.13	Insurance	98



 






     


     


    

 


Table
of Contents


(continued)


Page


 


		6.14	ERISA Compliance	98



 


		6.15	Environmental Matters	99



 


		6.16	Solvency	99



 


		6.17	Sanctions and other Anti-Terrorism Laws	99



 


		6.18	Anti-Corruption Laws	100



 


		6.19	Certificate of Beneficial Ownership	100



 


		6.20	No Affected Financial Institutions	100



 


		6.21	Surety Obligations	100



 


		6.22	Subordination of Subordinated Debt	100



 


		6.23	No Casualty	100



 


	ARTICLE 7 CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	100




 


		7.1	Conditions to Effectiveness	100



 


		7.2	Conditions to Funding Date	101



 


		7.3	Each Loan or Letter of Credit	104



 


	ARTICLE 8 AFFIRMATIVE COVENANTS	104




 


		8.1	Preservation of Existence, Etc.	104



 


		8.2	Payment of Liabilities, Including Taxes, Etc.	105



 


		8.3	Maintenance of Insurance	105



 


		8.4	Maintenance of Properties and Leases	105



 


		8.5	Inspection Rights	105



 


		8.6	Keeping of Records and Books of Account	106



 


		8.7	Compliance with Laws; Use of Proceeds	106



 


		8.8	Additional Subsidiaries; Further Assurances	106



 


		8.9	Sanctions and other Anti-Terrorism Laws	109



 


		8.10	Keepwell	109



 


		8.11	Reporting Requirements	110



 


		8.12	Certificates; Notices; Additional Information	110



 


		8.13	Certificate of Beneficial Ownership and Other Additional Information	112



 


		8.14	Post-Closing Covenant	112



 






     


     


    

 


Table
of Contents


(continued)


Page


 


	ARTICLE 9 NEGATIVE COVENANTS	113




 


		9.1	Indebtedness	113



 


		9.2	Liens	116



 


		9.3	Loans and Investments	116



 


		9.4	Dividends and Related Distributions	117



 


		9.5	Liquidations, Mergers, Consolidations, Acquisitions	118



 


		9.6	Dispositions of Assets or Subsidiaries	118



 


		9.7	Affiliate Transactions	118



 


		9.8	Subsidiaries, Partnerships and Joint Ventures	119



 


		9.9	Continuation of or Change in Business	119



 


		9.10	Accounting Changes; Change in Fiscal Year	119



 


		9.11	Changes to Organizational Documents	119



 


		9.12	Minimum Consolidated Fixed Charge Coverage Ratio	119



 


		9.13	Maximum Consolidated Total Net Leverage Ratio	119



 


		9.14	Limitation on Negative Pledges and Restrictive Agreements	120



 


		9.15	Subordinated Indebtedness	120



 


		9.16	Agreements Restricting Dividends	121



 


		9.17	Sanctions and other Anti-Terrorism Laws	121



 


		9.18	Use of Proceeds	121



 


		9.19	Sale and Leaseback Transactions	122



 


		9.20	Designation as Senior Debt	122



 


	ARTICLE 10 DEFAULT	122




 


		10.1	Events of Default	122



 


		10.2	Consequences of Event of Default	124



 


		10.3	Application of Proceeds	126



 


	ARTICLE 11 THE ADMINISTRATIVE AGENT	128




 


		11.1	Appointment and Authority	128



 


		11.2	Rights as a Lender	128



 


		11.3	Exculpatory Provisions	128



 


		11.4	Reliance by Administrative Agent	129



 






     


     


    

 


Table
of Contents


(continued)


Page


 


		11.5	Delegation of Duties	130



 


		11.6	Resignation of Administrative Agent	130



 


		11.7	Non-Reliance on Administrative Agent and Other Lenders	130



 


		11.8	No Other Duties, Etc.	131



 


		11.9	Administrative Agent’s Fee	131



 


		11.10	Administrative Agent May File Proofs of Claim	131



 


		11.11	Collateral and Guaranty Matters	132



 


		11.12	No Reliance on Administrative Agent’s Customer Identification Program	133



 


		11.13	Lender Provided Interest Rate Hedges, Lend Provided Foreign Currency Hedges, Other Lender Provided Financial Service Products and Canadian
Subsidiary Obligations	133



 


		11.14	ERISA Matters	133



 


		11.15	Erroneous Payments	135



 


	ARTICLE 12 MISCELLANEOUS	138




 


		12.1	Modifications, Amendments or Waivers	138



 


		12.2	No Implied Waivers; Cumulative Remedies	138



 


		12.3	Expenses; Indemnity; Damage Waiver	140



 


		12.4	Holidays	141



 


		12.5	Notices; Effectiveness; Electronic Communication	142



 


		12.6	Severability	143



 


		12.7	Duration; Survival	143



 


		12.8	Successors and Assigns	144



 


		12.9	Confidentiality	148



 


		12.10	Counterparts; Integration; Effectiveness; Electronic Execution	149



 


		12.11	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL	150



 


		12.12	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	151



 


		12.13	USA PATRIOT Act Notice	152



 


		12.14	Acknowledgement Regarding Any Supported QFCs	152



 






     


     


    

 


LIST OF SCHEDULES AND EXHIBITS


 


SCHEDULES


 


	SCHEDULE 1.1(B)	-	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(C)	-	EXISTING LETTERS OF CREDIT
	SCHEDULE 1.1(D)	-	PERMITTED LIENS
	SCHEDULE 6.2	-	SUBSIDIARIES
	SCHEDULE 6.11	-	INTELLECTUAL PROPERTY
	SCHEDULE 6.15	-	ENVIRONMENTAL DISCLOSURES
	SCHEDULE 6.21	-	SURETY OBLIGATIONS
	SCHEDULE 9.1	-	EXISTING INDEBTEDNESS
	SCHEDULE 9.3	-	EXISTING INVESTMENTS
	SCHEDULE 9.7	-	AFFILIATE TRANSACTIONS




  


EXHIBITS


 


	EXHIBIT A	-	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT B	-	GUARANTOR JOINDER
	EXHIBIT C	-	REVOLVING CREDIT NOTE
	EXHIBIT D	-	SWINGLINE LOAN NOTE
	EXHIBIT E	-	TERM NOTE
	EXHIBIT F	-	PERMITTED ACQUISITION CERTIFICATE
	EXHIBIT G	-	LOAN REQUEST
	EXHIBIT H	-	SWINGLINE LOAN REQUEST
	EXHIBIT I-1	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT I-2	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants
    That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT I-3	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants
    That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT I-4	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT J	-	COMPLIANCE CERTIFICATE



 






     


     


    

 


CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT is dated
as of July 23, 2021 and is made by and among SAFARILAND, LLC, a Delaware limited liability company (the “Borrower”),
the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
the Administrative Agent (as hereinafter defined), Swingline Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined).


 


The Borrower has requested
the Lenders to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $100,000,000,
including therein a Swingline Loan (as hereinafter defined) subfacility and a Letter of Credit (as hereinafter defined) subfacility and
(ii) a $150,000,000 term loan facility. In consideration of their mutual covenants and agreements hereinafter specified and intending
to be legally bound hereby, the parties hereto covenant and agree as follows:


 


ARTICLE
1

CERTAIN DEFINITIONS


 


1.1             
Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall
have the following meanings, respectively, unless the context hereof clearly requires otherwise:


 


“Acquisition”
means any transaction, or any series of related transactions, by which any Loan Party or any of its Subsidiaries (a) acquires any going
business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether
through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction
in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power
for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority
(by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.


 


“Acquisition Policies”
means each insurance policy issued in connection with a Permitted Acquisition that insures against a breach of a representation or warranty
given under an acquisition agreement entered into in respect of such Permitted Acquisition.


 


“Additional Commitment
Lender” means as is specified in Section 5.16(d).


 


“Administrative Agent”
means PNC Bank, National Association, in its capacity as administrative agent hereunder or any successor administrative agent.


 


“Administrative Agent’s
Fee” means as is specified in Section 11.9.


 


“Administrative Agent’s
Letter” means as is specified in Section 11.9.


 


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


 






     


     


    

 


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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


“Agent Parties”
means as is specified in Section 12.5(d)(ii).


 


“Agreement”
shall mean this Credit Agreement, as the same may be amended, supplemented, modified or restated from time to time, including all schedules
and exhibits.


 


“Alternate Source”
means as is specified in the definition of LIBOR Rate.


 


“Anti-Corruption Laws”
means the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption
laws or regulations administered or enforced in any jurisdiction in which Holdings or any of its Subsidiaries conduct business.


 


“Anti-Terrorism Law”
means any Law in force or hereinafter enacted related to terrorism, money laundering, or economic sanctions, including Executive Order
No. 13224, the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy
Act, 50 U.S.C. App. 1, et. seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339B, and any regulations or directives promulgated under
these provisions.


 


“Applicable
Margin” means the corresponding percentages per annum as specified under and in accordance with the terms set forth below
based on the Consolidated Total Net Leverage Ratio:


 


	Level	 	 	Consolidated Total Net Leverage Ratio	 	Commitment
 Fee	 	 	Letter of

 Credit Fee	 	 	Base Rate

 Spread	 	 	LIBOR Rate

 Spread	 
	I	 	 	Less than 1.50 to 1.00	 	 	0.175	%	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%
	II	 	 	Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00	 	 	0.175	%	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%
	III	 	 	Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00	 	 	0.200	%	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%
	IV	 	 	Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00	 	 	0.225	%	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%
	V	 	 	Greater than or equal to 3.00 to 1.00	 	 	0.250	%	 	 	2.50	%	 	 	1.50	%	 	 	2.50	%



 


For purposes of determining
the Applicable Margin:


 


(a)       The
Applicable Margin shall be determined on the Funding Date based on the Consolidated Total Net Leverage Ratio computed on such date pursuant
to a Compliance Certificate to be delivered on the Funding Date.


 






    2 


     


    

 


(b)       The
Applicable Margin shall be recomputed as of the end of each Fiscal Quarter ending after the Funding Date based on the Consolidated Total
Net Leverage Ratio as of such quarter end. Any increase or decrease in the Applicable Margin computed as of a quarter end shall be effective
on the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 8.12(a). If a
Compliance Certificate is not delivered when due in accordance with such Section 8.12(a), then the rates in Level V shall apply
as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain
in effect until the date on which such Compliance Certificate is delivered.


 


(c)       If,
as a result of any restatement of or other adjustment to the financial statements of Holdings or for any other reason, the Borrower or
the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate
and (ii) if a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the
Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders,
promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower or Holdings under the Bankruptcy Code of the United States, automatically and without further action by the Administrative
Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid
for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative
Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.8 or Section 4.3 or Article 10. The
Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations
hereunder.


 


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


 


“Asset
Disposition” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any
Subsidiary thereof, including, in each case, by way of an LLC Division (or the granting of any option or other right to do any of
the foregoing), any issuance of Equity Interests by any Subsidiary of the Borrower to any Person that is not a Loan Party or any
Subsidiary thereof, any sale and leaseback transaction and any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith. The term “Asset
Disposition” shall not include (a) the sale of inventory in the Ordinary Course of Business, (b) the transfer of assets to the
Borrower or any Guarantor (other than Holdings) pursuant to any other transaction permitted pursuant to Section 9.5, (c)
the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the Ordinary
Course of Business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Swap, (e)
dispositions of cash or Investments in cash and Cash Equivalents, (f) the transfer by any Loan Party of its assets to any other Loan
Party, (g) the transfer by any non-Loan Party Subsidiary of its assets to any Loan Party (provided that in connection with
any new transfer, such Loan Party shall not pay more than an amount equal to the fair market value of such assets as determined in
good faith at the time of such transfer), (h) the transfer by any non-Loan Party Subsidiary of its assets to any other non-Loan
Party Subsidiary, (i) the sale or disposition for fair market value of obsolete or worn out property or other property not necessary
for operations of the Borrower and its Subsidiaries disposed of in the Ordinary Course of Business, (j) licenses, sublicenses,
leases or subleases granted to others in the Ordinary Course of Business or not interfering in any material respect with the
business of the Borrower or any Subsidiary, (k) the disposition of Equity Interests of any Subsidiary in order to qualify members of
the governing body of such Subsidiary if required by applicable Law, (l) sales, transfers and dispositions of accounts receivable in
connection with the compromise, settlement or collection thereof in the Ordinary Course of Business (but not, for purposes of
clarity, in connection with any receivables sale or factoring program or facility), (m) sales, transfers and dispositions of or
constituting Permitted Investments, (n) Sale and Leaseback Transactions solely to the extent permitted by Section 9.19, (o)
dispositions resulting from any Recovery Event, (p) the abandonment or the discontinuation of the use of any Intellectual Property
(including any application or right to file any application with respect thereto) that is not used in, useful to, or material to the
business of the Loan Parties and its Subsidiaries, or (q) the subcontracting or assignment of manufacturing or other production
rights under customer contracts to a Loan Party or wholly-owned Subsidiary for purposes relating to the manufacture, production or
delivery of inventory or the transfer or assignment of customer or Loan Party information, data, know how, tooling, materials or
Inventory required in connection with performing such agreements in the Ordinary Course of Business.


 






    3 


     


    

 


“Assignment and Assumption
Agreement” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Section 12.8), and accepted by the Administrative Agent, in substantially the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Authorized Officer”
means, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer
of such Loan Party, any manager or the members (as applicable) in the case of any Loan Party which is a limited liability company, or
such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports
and other documents on behalf of such Loan Party required hereunder. The Borrower may amend such list of individuals from time to time
by giving written notice of such amendment to the Administrative Agent.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then current Benchmark
is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest
Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is
then-removed from the definition of “Interest Period” pursuant to Section 4.4(d)(v), or (y) if the then current Benchmark
is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this
Agreement as of such date.


 


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


 


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


 






    4 


     


    

 


“Base Rate”
means, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus
0.50%, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 1.00%, so long as Daily LIBOR Rate is offered, ascertainable
and not unlawful. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such
change occurs. Notwithstanding the foregoing, if the Base Rate as determined under any method above would be less than zero percent (0.00%),
such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.


 


“Base Rate Option”
means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in either Section 4.1(a)(i)
or Section 4.1(c)(i), as applicable.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event a Term SOFR Transition Event, an Early Opt-in Election,
or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR
or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to Section 4.4(d)(ii).


 


“Benchmark
Replacement” means, for any Available Tenor:


 


(a)       the
first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement
Date:


 


(1)              
the sum of: (A) Term SOFR and (B) the related Benchmark Replacement Adjustment;


 


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


 


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


 






    5 


     


    

 


(b)       in
the case of an Other Benchmark Rate Election, the “Benchmark Replacement” shall mean the alternative set forth in clause (a)(3)
above;


 


provided that, in the
case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate
from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, in the case of clause
(a)(3) above, when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark
Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Borrower shall be the term benchmark rate that
is used in lieu of a LIBOR Rate-based rate in relevant other Dollar-denominated syndicated credit facilities; provided, further,
that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement”
shall revert to and shall be determined as set forth in clause (1) of this definition. If the Benchmark Replacement as determined pursuant
to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.


 


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


 


(1) for purposes of
clauses (a)(1) and (a)(2) of the definition of “Benchmark Replacement,” the applicable amount(s) set forth below:


 


	Available Tenor	Benchmark Replacement Adjustment* 
	One-Week	0.03839% (3.839 basis points)
	One-Month	0.11448% (11.448 basis points)
	Two-Months	0.18456% (18.456 basis points)
	Three-Months	0.26161% (26.161 basis points)
	Six-Months	0.42826% (42.826 basis points)
	 

                                                                                                                                                               * These values represent the ARRC/ISDA recommended spread adjustment values available here:

                                                                                

                                                                                https://assets.bbhub.io/professional/sites/10/IBOR-Fallbacks-LIBOR-Cessation_Announcement_20210305.pdf  





 






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(2) for purposes
of clause (a)(3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a
spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (B)
any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.
dollar-denominated syndicated credit facilities; provided, that, if the then-current Benchmark is a term rate, more than one
tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark
Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark
Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding
business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.


 


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


 


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


 


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


 


(2) in the case of clause
(3) of the definition of “Benchmark Transition Event,” the date determined by the Administrative Agent, which date shall promptly
follow the date of the public statement or publication of information referenced therein;


 






    7 


     


    

 


(3) in the case of
a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrower pursuant to
Section 4.4(d), which date shall be at least thirty (30) days from the date of the Term SOFR Notice; or


 


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


 


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


 


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


 


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


 


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


 






    8 


     


    

 



 


(3) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof) or an Official Body having jurisdiction over the Administrative Agent announcing that all Available Tenors of
such Benchmark (or such component thereof) are no longer representative.


 


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


 


“Benchmark Unavailability
Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or clause
(2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 4.4(d) and (y) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.4(d).


 


“Beneficial Owner”
shall mean, for the Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such
Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.


 


“Borrower”
means as is specified in the introductory paragraph.


 


“Borrowing Date”
means, with respect to any Loan, the date of the making, renewal or conversion thereof, which shall be a Business Day.


 


“Borrowing Tranche”
means specified portions of Loans outstanding as follows: (a) any Loans to which a LIBOR Rate Option applies and which have the same
Interest Period shall constitute one Borrowing Tranche, and (b) all Loans to which a Base Rate Option applies shall constitute one Borrowing
Tranche.


 


“Business Day”
means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed, or
are in fact closed, for business in Pittsburgh, Pennsylvania (or, if otherwise, the Lending Office of the Administrative Agent) and if
the applicable Business Day relates to any Loan to which the LIBOR Rate Option applies, such day must also be a day on which dealings
are carried on in the London interbank market.


 


“Canadian
Bilateral Facility” means unsecured revolving Indebtedness of certain Canadian Subsidiaries of the Borrower owed to the
Canadian Obligation Provider pursuant to bilateral credit documentation reasonably acceptable to the Administrative Agent in
an aggregate amount not to exceed $10,000,000.


 






    9 


     


    

 


“Canadian Obligation
Provider” shall have the meaning set forth in the definition of “Canadian Subsidiary Obligations”.


 


“Canadian Obligation
Loan Documents” means all legal documentation entered into between the applicable Canadian Subsidiaries and the Canadian Obligation
Provider in connection with the Canadian Subsidiary Obligations.


 


“Canadian Subsidiary
Obligations” means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses,
reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft
facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary to PNC Bank or any office,
branch or Affiliate of PNC Bank (each, a “Canadian Obligation Provider”) under the Canadian Bilateral Facility.


 


“Capital Expenditures”
means for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant
to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements
during such period) which are required to be capitalized under GAAP on a consolidated balance sheet of such Person.


 


“Capital Lease Obligations”
of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the
right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person, and the amount of such obligations shall be the capitalized amount thereof.


 


“Cash Collateralize”
means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Lender or the
Lenders, as collateral for Letter of Credit Obligations or obligations of Lenders to fund participations in respect of Letter of Credit
Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Lender shall agree in their
sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative
Agent and each applicable Issuing Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include
the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents”
means, collectively, such items described in clauses (a) through (e) of the definition of Permitted Investments.


 


“Cash Management Agreements”
means as is specified in Section 2.6(f).


 


“Cash Management
Bank” means any Person that (a) at the time it enters into an Other Lender Provided Financial Service Product, is a Lender
or an Affiliate of a Lender or (b) or (b) at the time it (or its Affiliate) becomes a Lender, is a party to an Other Lender
Provided Financial Service Product with a Loan Party or any Subsidiary, in each case, in its capacity as a party to such Other
Lender Provided Financial Service Product (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a
Lender).


 






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


 


“Certificate of Beneficial
Ownership” means, for the Borrower, a certificate in form and substance acceptable to the Administrative Agent (as amended or
modified by the Administrative Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of
such Borrower.


 


“Cessation Announcements”
means as is specified in Section 4.4(d)(i).


 


“CFC Debt”
means intercompany loans, Indebtedness or receivables owed or treated as owed by one or more Foreign Subsidiaries.


 


“CFTC” means
the Commodity Futures Trading Commission.


 


“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any
change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (c) the
making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided
that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the
force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change
in Law regardless of the date enacted, adopted, issued, promulgated or implemented.


 


“Change of
Control” means (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by
means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5
under the Exchange Act), directly or indirectly, of more than 35.0% of the Equity Interests of Holdings (other than Warren B.
Kanders, any trust under which Warren B. Kanders has Control or is the primary beneficiary, or any entity that is Controlled by
Warren B. Kanders); (b) during any period of twenty-four (24) consecutive months, a majority of the members of the board of
directors or other equivalent governing body of Holdings cease to be composed of individuals (i) who were members of that board
or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent
governing body was nominated, appointed or approved by individuals referred to in clause (b)(i) above constituting at the
time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was nominated, appointed or approved by individuals referred to in clauses
(b)(i) and (b)(ii) above constituting at the time of such election or nomination at least a majority of that board or
equivalent governing body, (c) Holdings shall cease to own, directly or indirectly, free and clear of all Liens or other
encumbrances, 100% of the outstanding voting Equity Interests of the Borrower on a fully diluted basis; or (d) the Borrower shall
cease to own, directly or indirectly, free and clear of all Liens or other encumbrances, 100% of the outstanding voting Equity
Interests of each Guarantor (other than Holdings) on a fully diluted basis.


 






    11 


     


    

 


“CIP Regulations”
means as is specified in Section 11.12.


 


“Class”,
when used in reference to any Loan or borrowing, refers to whether such Loan, or the Loans comprising such borrowing, are Revolving Credit
Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment
or Term Loan Commitment.


 


“Closing Date”
means July 23, 2021.


 


“Code” means
the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar
import, and the rules and regulations promulgated thereunder, as from time to time in effect.


 


“Collateral”
means the personal and/or real property of any Person granted as collateral to secure the Obligations for the benefit of the Secured Parties.


 


“Collateral Documents”
means the Security Agreement, any Control Agreement, and any other agreement, document or instrument granting a Lien in Collateral for
the benefit of the Secured Parties.


 


“Commercial Letter
of Credit” means any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services
by one or more of the Loan Parties in the Ordinary Course of Business.


 


“Commitment”
means, as to any Lender, its Revolving Credit Commitment, Term Loan Commitment and, in the case of PNC (in its capacity as the Swingline
Loan Lender), its Swingline Loan Commitment (but not the aggregate of its Revolving Credit Commitment and its Swingline Loan Commitment),
and Commitments means the aggregate of the Revolving Credit Commitments and Term Loan Commitments of all of the Lenders.


 


“Commitment Fee”
means as is specified in Section 2.3.


 


“Communications”
means as is specified in Section 12.5(d)(ii).


 


“Compliance Certificate”
means as is specified in Section 8.12(a).


 


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


 






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“Consolidated
EBITDA” means, for any period of determination, the sum of the following determined on a consolidated basis, without
duplication, for Holdings and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus
(b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such
period: (i) income and franchise taxes; (ii) Consolidated Interest Expense; (iii) amortization and depreciation
expense; (iv) losses arising from the sale of capital assets; (v) (A) non-cash compensation to officers, directors and
employees paid in the form of Equity Interests to the extent permitted by Section 9.7 and (B) Qualified LTIP Accrual Amounts
with respect to awards granted prior to the Closing Date to officers, directors and employees in an aggregate amount not to exceed
$2,000,000; (vi) non-cash facilities relocation costs, non-cash fees, non-cash expenses or non-cash charges relating to
non-recurring plant shutdowns and discontinuance of operations and non-cash acquisition integration costs and fees but only to the
extent constituting Permitted Pro Forma Adjustments; (vii) severance, retention, recruiting, relocation and signing bonuses and
expenses, stock option and other equity-based compensation expenses, one-time compensation expenses, stay bonuses, any one-time
compensation expenses relating to enhanced accounting and tax function and other similar transaction costs, including those
associated with becoming a standalone entity or public company (including, without limitation, any such payments made in connection
with the consummation of the Transactions or any other action not prohibited under the Loan Documents) but only to the extent
constituting Permitted Pro Forma Adjustments; provided, however, that the aggregate amount such amounts added back
pursuant to this clause (b)(vii) and clause (b)(viii) below shall not in any period exceed 25% of Consolidated EBITDA
for any period (determined without giving effect to this clause (b)(vii) or clause (b)(viii)); (viii) (A)
integration costs, transition costs, consolidation and closing costs for facilities, costs incurred in connection with any
non-recurring strategic initiatives, acquisitions and non-recurring intellectual property development after the Closing Date, other
business optimization expenses (including costs and expenses relating to business optimization programs, new systems design,
technology upgrades and implementation costs), project start-up costs, pre-opening expenses and other restructuring charges,
accruals or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of
facilities, retention charges, systems establishment costs and excess pension charges), and other charges attributable to the
undertaking and/or implementation of operating improvements, operating expense reductions, established cost savings initiatives and
other strategic or operational initiatives, including transaction fees, costs and expenses incurred in connection with the
foregoing, and (B) the amount of pro forma cost adjustments, cost savings, operating expense reductions, other operating expense
improvements and cost synergies related to any Specified Transaction or the implementation of an operational initiative, operational
change or cost reduction program after the Closing Date but only to the extent constituting Permitted Pro Forma Adjustments, net of
the amount of actual benefits realized during such period from such actions; provided, that, the aggregate amount of
such amounts added back to Consolidated EBITDA pursuant to this clause (b)(viii) and clause (b)(vii) above, taken
together in the aggregate, shall not in any period exceed 25% of Consolidated EBITDA for any period (determined without giving
effect to this clause (b)(viii) or clause (b)(vii)); (ix) any non-cash write-offs, write-downs or other non-cash
charges of assets (excluding (A) any such charge that represents an accrual or reserve for a cash expenditure for a future period
and (B) write-downs or write-offs of accounts receivable or inventory); (x) the effect on earnings of any write-downs of inventory
following the closing of the Transactions or any Permitted Acquisition, in each case as a result of purchase accounting, in an
aggregate amount not to exceed $5,000,000 for any single Permitted Acquisition; (xi) the amount of (A) any reserve or accrual
for, or (B) any payments on account of, any acquisition-related Earnout Obligations or deferred purchase price of any kind in
connection with Permitted Acquisitions (provided that any such amounts payable in cash constitute Subordinated Indebtedness and any
such payments which are made in cash may only be added back if permitted pursuant to Section 9.15), in an amount not to
exceed $10,000,000 for any single Permitted Acquisition and in an amount not to exceed $25,000,000 for all Permitted Acquisitions
made during the term of this Agreement; (xii) any costs or expenses incurred by the Loan Parties and their Subsidiaries 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 stockholders agreement, solely to the extent that such costs or expenses are funded with cash proceeds contributed
to the capital of the Loan Parties or Net Cash Proceeds of the issuance of Equity Interests of the Loan Parties concurrently with,
or within ten (10) days of, the incurrence of such costs or expenses; (xiii) any costs or expenses incurred by the Loan Parties to
the extent either (A) cash reimbursement is received therefore from another Person within the same period in which the cost or
expense is incurred or (B) the costs or expenses are indemnified by, or reimbursable from, a third party (provided, however,
that if such costs or expenses are not reimbursed within sixty (60) days of the end of the applicable measurement period, then such
costs and expenses shall not be added back); (xiv) costs and expenses incurred in connection with the Transactions; (xv) any losses
(net of gains) with respect to exchange rates or expenses or charges relating to currency valuation; (xvi) fees, costs and expenses
incurred under or in connection with this Agreement for such period; (xvii) the cumulative effect of a change in accounting
principles for such period that decreases Consolidated Net Income; (xviii) expenses paid in cash during such period in connection
with the settlement of any litigation or claim involving Holdings or any of its Subsidiaries in an aggregate amount not to exceed
$3,000,000 during the term of this Agreement; (xix) any loss resulting from the payment of Earnout Obligations; (xx) any net
unrealized loss resulting in such period from obligations in respect of derivative instruments and the applicable of Statement of
Financial Accounting Standards No. 133; and (xxi) extraordinary losses, less (c) the sum of the following, without
duplication, to the extent included in determining Consolidated Net Income for such period (other than clause (c)(iv)): (i)
extraordinary gains, (ii) non-cash gains or non-cash items increasing Consolidated Net Income, (iii) gains arising from the sale of
capital assets, (iv) the effect on earnings of any write-ups of inventory following the closing of the Transactions or any Permitted
Acquisition and (v) the cumulative effect of a change in accounting principles for such period that increases Consolidated Net
Income. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma Basis for any period of measurement
during which any Specified Transaction has occurred.


 






    13 


     


    

 


“Consolidated Fixed
Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (i) Consolidated EBITDA
minus (ii) the aggregate amount of all non-financed cash Capital Expenditures, minus (iii) Restricted Payments
(other than Restricted Payments permitted pursuant to Sections 9.4(a) and 9.4(d)) paid in cash minus (iv) the aggregate
amount of federal, state, local and foreign income taxes paid in cash to (b) Consolidated Fixed Charges, in each case measured on
a consolidated basis for the most recently completed Measurement Period.


 


“Consolidated
Fixed Charges” shall mean, for Holdings and its Subsidiaries for Measurement Period, the sum, without duplication, of (a)
Consolidated Interest Expense paid in cash for such period and (b) scheduled principal payments (without giving effect to any
reduction thereof as a result of any voluntary prepayment of the Term Loans) made on Consolidated Total Debt during such period.
Notwithstanding the foregoing, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio (I) for the four (4) Fiscal
Quarter period ending December 31, 2021, the amounts set forth in clauses (a) and (b) above shall be deemed to be equal to the
product of such amounts for the one (1) Fiscal Quarter period ending December 31, 2021 multiplied by four (4); (II) for the four (4)
Fiscal Quarter period ending March 31, 2022, the amounts set forth in clauses (a) and (b) above shall
be deemed to be equal to the product of such amounts for the two (2) Fiscal Quarter period ending March 31, 2022 multiplied by two
(2); and (III) for the four (4) Fiscal Quarter period ending June 30, 2022, the amounts set forth in clauses (a) and (b) above shall
be deemed to be equal to the product of such amounts for the three (3) Fiscal Quarter period ending June 30, 2022 multiplied by four
thirds (4/3).


 


“Consolidated Interest
Expense” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges
and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price
of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect
to discontinued operations and (c) the portion of rent expense under capitalized leases that is treated as interest in accordance
with GAAP, in each case, of or by Holdings and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period
less any consolidated interest income for such Measurement Period as recorded by Holdings in accordance with GAAP.


 


“Consolidated Net Income”
means, at any date of determination, the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period; provided that Consolidated Net Income shall exclude (a)  the net income of any Subsidiary during
such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such
income is not permitted by operation of the terms of its organizational documents or any agreement, instrument or Law applicable to such
Subsidiary during such Measurement Period, except that Holdings’ equity in any net loss of any such Subsidiary for such Measurement
Period shall be included in determining Consolidated Net Income, and (b) any income (or loss) for such Measurement Period of any
Person if such Person is not a Subsidiary, except that Holdings’ equity in the net income of any such Person for such Measurement
Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such
Measurement Period to Holdings or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution
to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to Holdings as described in clause (a)
of this proviso).


 


“Consolidated Total
Debt” shall mean, as of any date, all Indebtedness of Holdings and its Subsidiaries measured on a consolidated basis as of such
date, but excluding (a) Indebtedness of the type described in clause (j) of the definition thereof and (b) Indebtedness incurred
in connection with the financing of insurance premiums in the Ordinary Course of Business to the extent that the principal amount does
not exceed $10,000,000 in any twelve month period.


 






    14 


     


    

 


“Consolidated
Total Net Leverage Ratio” shall mean, as of any date, the ratio of (a) (i) Consolidated Total Debt as of such date, less
(ii) Unrestricted Cash of Holdings and its Subsidiaries on a consolidated basis that is available as of such date in excess of
$5,000,000 (provided that the maximum amount of Unrestricted Cash permitted to be subtracted from Consolidated Total Debt pursuant
to this clause (a)(ii) shall not exceed $50,000,000) to (b) Consolidated EBITDA, for the most recently ended Measurement Period.


 


“Contingent Obligation”
means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Indebtedness,
lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”)
in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making
or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance
by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds
for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency
of the primary obligor, (iv) to purchase property or services for the purpose of assuring the ability of the primary obligor to perform
a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof.
The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less,
the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability with respect thereto.


 


“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.


 


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


 


“Covered Entity”
means (a) Holdings, the Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral, and (b) each Person
that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person
means the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding Equity Interests having ordinary
voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power
to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.


 


“Covered Party”
means as is specified in Section 12.14(a).


 


“Daily LIBOR
Rate” means, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by
(y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. The rate of interest will be adjusted
automatically as of each Business Day based on changes in the Daily LIBOR Rate without notice to the Borrower. Notwithstanding the
foregoing, if the Daily LIBOR Rate as determined above would be less than zero percent (0.00%), such rate shall be deemed to be zero
percent (0.00%) for purposes of this Agreement.


 






    15 


     


    

 


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


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States of America, 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.


 


“Defaulting
Lender” means, subject to Section 5.15(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the
Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the
Swingline Loan Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its
participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the
Borrower, the Administrative Agent, the Issuing Lender or the Swingline Loan Lender in writing that it does not intend to comply
with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement
relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days
after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the
Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be
a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the
Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor
Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a
Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of
any equity interest in that Lender or any direct or indirect parent company thereof by an Official Body 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 Official Body) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent
that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 5.15(b)) upon delivery of
written notice of such determination to the Borrower, the Issuing Lender, the Swingline Loan Lender and each Lender.


 






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“Disqualified Equity
Interests” means any Equity Interest in a Person which, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, (a) matures or is mandatorily redeemable (other than in connection
with a transaction that would constitute an Event of Default under Section 10.1(i) hereof), pursuant to a sinking fund obligation
or otherwise, or is redeemable at the option of the holder thereof (whether described as a “put option” or otherwise), in
whole or in part, on or prior to the date that is ninety-one (91) days after the Latest Maturity Date (excluding any provisions requiring
redemption upon a “change of control” or asset sale; provided that any such “change of control” or asset sale
shall be subject to the prior repayment in full of the Loans and other Obligations that are accrued and payable and the terminations of
the Commitments), (b) is convertible into or exchangeable for (i) debt securities or (ii) any Equity Interests referred to in clause
(a) above, or (c) is entitled to receive a mandatory dividend or distribution (other than for taxes attributable to the operations
of the business) on or prior to the date that is ninety-one (91) days after the Latest Maturity Date; in each case, in respect of the
foregoing clauses (a) through (c) in the case of capital stock or other equity interests in Holdings, except to the extent
that the terms of such Equity Interest expressly provide that such mandatory redemption, dividend or any other similar right, is exercisable
or payable only to the extent that (x) the Obligations shall have been repaid in full or Holdings is expressly permitted to consummate
such redemption, dividend or other similar right pursuant to Section 9.4 hereof, and (y) the exercise of such mandatory redemption
or other similar right or payment of such dividend is not prohibited by the terms any loan documents to which Holdings or any of its Subsidiaries
are from time to time a party. Notwithstanding anything to the contrary in the foregoing, (A) only the portion of the Equity Interests
that so mature or are mandatorily redeemable, are so convertible or exchangeable, so accrue dividends, or are so redeemable at the option
of the holder thereof prior to the applicable dates set forth above shall be deemed to be Disqualified Equity Interests; and (B) if such
Equity Interests are issued to any employee or to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such
plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to
be repurchased by Holdings in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s
termination, death or disability.


 


“Dollar”,
 “Dollars”, “U.S. Dollars” and the symbol “$” means, in each case, lawful money
of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary of the Borrower that is organized under the laws of any political subdivision of the United States.


 


“Drawing Date”
means as is specified in Section 2.8(c).


 


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


 






    17 


     


    

 


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


 


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


 


“Earnout Obligations”
means, with respect to any Acquisition, all obligations of Holdings or any Subsidiary to make earnout or other contingency payments which
are payable based on the achievement of specified financial results over time or similar contingent payment or arrangement and other indemnity
obligations pursuant to the documentation relating to such Acquisition (and including fixed deferred payments related to such Acquisitions).
For purposes of determining the aggregate consideration paid for an Acquisition and for determining the amount of any Earnout Obligations
to be included in the definition of Consolidated Total Debt, the amount of Earnout Obligations shall be deemed to be the aggregate liability
in respect thereof, as determined in accordance with GAAP.


 


“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 clause (a) or clause (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


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


 


“Effective Date”
means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there
is no such indication, the date of execution of such document or agreement.


 


“Effective
Federal Funds Rate” means for any day the rate per annum (based on a year of three hundred sixty (360) days and actual
days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on
such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as
such Federal Reserve Bank computes and announces the weighted average it refers to as the “Effective Federal Funds Rate”
as of the date of this Agreement; provided that if such Federal Reserve Bank (or its successor) does not announce such rate
on any day, the “Effective Federal Funds Rate” for such day shall be the Effective Federal Funds Rate for the last day
on which such rate was announced. Notwithstanding the foregoing, if the Effective Federal Funds Rate as determined under any method
above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this
Agreement.


 






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“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Sections 12.8(b)(iv), 12.8(b)(v) and 12.8(b)(vi)
(subject to such consents, if any, as may be required under Section 12.8(b)(iii)).


 


“Eligible Contract
Participant” means an “eligible contract participant” as defined in the CEA and regulations thereunder.


 


“Eligibility Date”
means, with respect to each Loan Party and each Swap, the date on which this Agreement or any other Loan Document becomes effective with
respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any
other Loan Document is then in effect with respect to such Loan Party, and otherwise it shall be the Effective Date of this Agreement
and/or such other Loan Document(s) to which such Loan Party is a party).


 


“Embargoed Property”
means any property (a) in which a Sanctioned Person holds an interest; (b) beneficially owned, directly or indirectly, by a Sanctioned
Person; (c) that is due to or from a Sanctioned Person; (d) that is located in a Sanctioned Jurisdiction; or (e) that would otherwise
cause any actual or possible violation by the Lenders or Administrative Agent of any applicable Anti-Terrorism Law if the Lenders were
to obtain an encumbrance on, lien on, pledge of or security interest in such property, or provide services in consideration of such property.


 


“Environmental Laws”
means all applicable federal, state, local, tribal, territorial and foreign Laws (including common law), constitutions, statutes, treaties,
regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs
issued by or entered into with an Official Body pertaining or relating to: (a) pollution or pollution control; (b) protection
of human health from exposure to regulated substances; (c) protection of the environment and/or natural resources; (d) employee safety
in the workplace; (e) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining,
reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or release or threat of release of regulated
substances; (f) the presence of contamination; (g) the protection of endangered or threatened species; and (h) the protection
of environmentally sensitive areas.


 


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


 






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


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute
of similar import, and the rules and regulations thereunder, as from time to time in effect.


 


“ERISA Event”
means (a) with respect to a Pension Plan, a reportable event under Section 4043 of ERISA as to which event (after taking into account
notice waivers provided for in the regulations) there is a duty to give notice to the PBGC; (b) a withdrawal by Borrower or any member
of the ERISA Group 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 Borrower or any member of the ERISA Group from a Multiemployer Plan, notification that a Multiemployer
Plan is in reorganization, or occurrence of an event described in Section 4041A(a) of ERISA that results in the termination of a Multiemployer
Plan; (d) the filing of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan amendment as a termination under
Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; (f) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered
or critical status within the meaning of Sections 430.431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (g) 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 Borrower
or any member of the ERISA Group.


 


“ERISA Group”
means, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414
of the Code or Section 4001(b)(1) of ERISA.


 


“Erroneous Payment”
has the meaning assigned to it in Section 11.15(a).


 


“Erroneous Payment
Deficiency Assignment” has the meaning assigned to it in Section 11.15(d).


 






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“Erroneous Payment
Impacted Class” has the meaning assigned to it in Section 11.15(d).


 


“Erroneous Payment
Return Deficiency” has the meaning assigned to it in Section 11.15(d).


 


“Erroneous Payment
Subrogation Rights” has the meaning assigned to it in Section 11.15(d).


 


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


 


“Event of Default”
means any of the events described in Section 10.1.


 


“Excluded Accounts”
means (a) deposit and/or securities accounts the balance of which consists exclusively of (i) withheld income taxes and federal,
state or local employment taxes in such amounts as are required in the reasonable judgment of the Borrower to be paid to the IRS or state
or local government agencies within the following two months with respect to employees of any of the Loan Parties or (ii) amounts required
to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of one or
more Loan Parties, (b) all tax accounts (including, without limitation, sales tax accounts), accounts used solely for payroll, accounts
maintained solely in trust for the benefit of third parties and fiduciary purposes, escrow accounts, zero balance or swept accounts and
employee benefit accounts (including 401(k) accounts and pension fund accounts), in each case, so long as such account is used solely
for such purpose, (c) any deposit and/or securities account maintained in a jurisdiction outside of the United States and (d) accounts
the balance of which consists exclusively of amounts to be paid to employees in the ordinary course of business.


 


“Excluded Hedge
Liability or Liabilities” means, with respect to each Loan Party, each of its Swap Obligations if, and only to the extent
that, all or any portion of this Agreement or any other Loan Document that relates to such Swap Obligation is or becomes illegal
under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Loan Party’s failure to qualify as an
Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the
foregoing or in any other provision of this Agreement or any other Loan Document, the foregoing is subject to the following
provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to
the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal
under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Loan Party for any reason to
qualify as an Eligible Contract Participant on the Eligibility Date for such Swap, (b) if a guarantee of a Swap Obligation would
cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be
an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not
for purposes of the grant of the security interest, and (c) if there is more than one Loan Party executing this Agreement or the
other Loan Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not
all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed
applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii)
the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.


 






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“Excluded Property”
means (a) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege
Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security
interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable Law, (b) any
rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Loan
Party if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto,
the grant of a Lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license
agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter
or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause (b) shall in no way be construed (i)
to apply to the extent that any described prohibition is unenforceable under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or other
applicable law, (ii) to limit, impair or otherwise affect the Administrative Agent’s continuing security interest in and Liens upon
any rights or interests of any Loan Party in or to (A) monies due or to become due under any such contract, lease, permit, license, charter
or license agreement (including any accounts) or (B) any proceeds from the sale, license, lease or other disposition of any such contract,
lease, permit, license, charter or license agreement, or (iii) apply to the extent that any consent or waiver has been obtained that would
permit the Administrative Agent’s Lien notwithstanding the prohibition; and provided, further that unless and until such time as
any such consent is obtained, such Loan Party shall hold its interest in such contract, lease, permit, license, charter or license agreement
in trust for the Administrative Agent unless the creation of such trust would constitute a breach of such contract, lease, permit, license,
charter or license agreement), (c) all owned or leased real property of any Loan Party, (d) any property located outside of the United
States that is acquired or held by a Loan Party solely in its capacity as nominee or trustee (or any similar or comparable relationship)
and (e) motor vehicles, aircraft, aircraft engines, and other assets subject to certificates of title where perfection may not be obtained
solely by the filing of a UCC financing statement. Notwithstanding anything to the contrary in the foregoing, the security interests granted
to the Administrative Agent under the Collateral Documents shall attach immediately to any property or asset of any Loan Party that is
otherwise required under the Collateral Documents to be Collateral at such time as such property or asset ceases to meet any of the criteria
for “Excluded Property” described in any of the foregoing clauses (a) through (e).


 


“Excluded Subsidiary”
means (a) any Foreign Holding Company, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (c)
any Foreign Subsidiary and (d) in the case of any obligation under any Excluded Hedge Liability, any Subsidiary of the Borrower that is
a Non-Qualifying Party with respect thereto.


 






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“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.
federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in
a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in such Loan or
Commitment (other than pursuant to an assignment request by the Borrower under Section 5.13) or (ii) such Lender changes its
lending office, except in each case to the extent that, pursuant to Section 5.9(g), amounts with respect to such Taxes were
payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.9(g),
and (d) any U.S. federal withholding Taxes imposed under FATCA (except to the extent imposed due to the failure of the Borrower to
provide documentation or information to the IRS).


 


“Executive Order No.
13224” means the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall
hereafter be, renewed, extended, amended or replaced.


 


“Existing Expiration
Date” means as is specified in Section 5.16(a).


 


“Existing Letters of
Credit” means those letters of credit that exist on the Closing Date and are identified on Schedule 1.1(C).


 


“Existing Term Loan
Maturity Date” means as is specified in Section 5.16(a).


 


“Expiration Date”
means, with respect to the Revolving Credit Commitments, the earliest of (a) July 23, 2026, as such date may be extended with respect
to certain Lenders’ Revolving Credit Commitments pursuant to Section 5.16(a) or Section 12.1 and (b) the Termination
Date (if the Holdings IPO has not been consummated prior to the Termination Date).


 


“Extension Effective
Date” means as is specified in Section 5.16(c).


 


“Facilities”
means the Revolving Credit Facility and/or the Term Loan Facility, as the context may require.


 


“Facility
Termination Date” means the date as of which all of the following shall have occurred: (a) the aggregate Commitments
have been terminated, (b) all Obligations have been paid in full (other than (i) contingent indemnification obligations that
are not yet due and (ii) obligations and liabilities under any Lender Provided Interest Rate Hedge, any Lender Provided Foreign
Currency Hedge and any Other Lender Provided Financial Service Product (other than any such obligations for which written notice has
been received by the Administrative Agent that either (x) amounts are currently due and payable under such Lender Provided Interest
Rate Hedge, any Lender Provided Foreign Currency Hedge and any Other Lender Provided Financial Service Product, as applicable, or
(y) no arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank have been made)), and (c) all
Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto
reasonably satisfactory to the Administrative Agent (to the extent the Administrative Agent is a party to such arrangements) and the
Issuing Lender, including the provision of cash collateral, shall have been made).


 






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“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements
entered into pursuant to Section 1471(b)(1) of the Code.


 


“First Tier Foreign
Subsidiary” means as is specified in Section 8.8(b).


 


“Fiscal Quarter”
shall mean any fiscal quarter of Holdings.


 


“Fiscal Year”
shall mean any fiscal year of Holdings.


 


“Floor” means
the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to USD LIBOR or, if no floor is specified, zero.


 


“Foreign Currency Hedge
Liabilities” means as is specified in the definition of Lender Provided Foreign Currency Hedge.


 


“Foreign Holding Company”
means any Subsidiary of the Borrower all or substantially all of the assets of which are comprised of Equity Interests in one or more
Foreign Subsidiaries or CFC Debt.


 


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


 


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


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Ratable Share
of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by such Issuing Lender other than Letter of Credit
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, and (b) with respect to any Swingline Loan Lender, such Defaulting Lender’s Ratable Share of
outstanding Swingline Loans made by such Swingline Loan Lender other than Swingline Loans as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders.


 


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


 


“Funding Date”
means the date on which the conditions precedent set forth in Section 7.2 shall be satisfied and the initial funding hereunder
shall have occurred.


 






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“Funding Date Distribution”
means a distribution on or within ten (10) Business Days the Funding Date by Holdings to the holders of its Equity Interests in an aggregate
amount not to exceed $55,000,000.


 


“GAAP” means
generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and
applied on a consistent basis both as to classification of items and amounts.


 


“Guarantors”
means, collectively, (a) Holdings, (b) each direct or indirect Subsidiary of the Borrower (other than Excluded Subsidiaries), and (c)
any other Person that is from time to time party to the Guaranty Agreement or any other agreement pursuant to which it guarantees the
Obligations or any portion thereof.


 


“Guaranty”
means, with respect to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of
any other Person in any manner, whether directly or indirectly. The amount of obligations under a Guaranty 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 Guaranty is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Administrative
Agent in good faith.


 


“Guaranty Agreement”
means the Continuing Agreement of Guaranty and Suretyship, dated as of the Funding Date, executed and delivered by each of the Guarantors
in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Guaranty Joinder”
means a joinder by a Person as a Guarantor under the Loan Documents in substantially the form of Exhibit B.


 


“Gun Control Laws”
means all present and future federal, state, provincial, municipal, local and foreign laws, rules, regulations, judgments, orders and
ordinances, including the Gun Control Act, that in any manner regulate the production, sale, distribution or possession of any firearms,
ammunition or related products manufactured, held for sale or sold by the Borrower or a Guarantor.


 


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


 


“Hedge Bank”
means any Person that (a) at the time it enters into a Lender Provided Interest Rate Hedge or a Lender Provided Foreign Currency Hedge,
is a Lender or an Affiliate of a Lender or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Lender Provided Interest
Rate Hedge or a Lender Provided Foreign Currency Hedge, in each case, in its capacity as a party to such Lender Provided Interest Rate
Hedge or Lender Provided Foreign Currency Hedge (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to
be a Lender).


 






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“Hedge Liabilities”
means collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.


 


“Hedge Termination
Value” means, in respect of any one or more interest rate hedges, commodity hedges and/or foreign currency hedges, after taking
into account the effect of any legally enforceable netting agreement relating to such interest rate hedges, commodity hedges and/or foreign
currency hedges, (a) for any date on or after the date such interest rate hedges, commodity hedges and/or foreign currency hedges 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 interest rate hedges, commodity hedges
and/or foreign currency hedges, as determined based upon one or more mid-market or other readily available quotations provided by any
recognized dealer in such interest rate hedges, commodity hedges and/or foreign currency hedges (which may include an interest rate hedge
bank, a commodity hedge bank or foreign currency hedge bank, as applicable).


 


“Holdings”
means Cadre Holdings, Inc., a Delaware corporation and the direct parent of the Borrower.


 


“Holdings IPO”
means the initial public offering of the common Equity Interests of Holdings to occur on the Funding Date.


 


“Increased Amount Date”
means as is specified in Section 5.17(b).


 


“Incremental Cap”
means, as of any date of determination, the sum of (a) $75,000,000 plus (b) an amount if, in the case of this clause (b),
after giving effect to the incurrence of any such Incremental Loan Commitment and the use of proceeds thereof, the Consolidated Total
Net Leverage Ratio after giving effect to the incurrence of such Incremental Loan Commitment on a Pro Forma Basis would not exceed 2.50
to 1.00 (it being understood that, (x) when calculating any ratio in this clause (b), no effect will be given to any simultaneous,
or substantially concurrent, establishment or incurrence of any Incremental Loan Commitment permitted under clause (a) above, including
the application of the proceeds thereof (without “netting” the cash proceeds of the applicable Incremental Loan Commitment
against Consolidated Total Debt) and (y) in the case of any Incremental Revolving Credit Commitment, assuming a full drawing under such
Incremental Revolving Credit Commitment) minus (c) the amount of all Incremental Loan Commitments outstanding at such time that
were incurred in reliance on the foregoing clause (a).


 


“Incremental Lender”
means as is specified in Section 5.17(b).


 


“Incremental Loan Commitments”
means as is specified in Section 5.17(b).


 


“Incremental Loans”
means as is specified in Section 5.17(b).


 


“Incremental Revolving
Credit Commitment” means as is specified in Section 5.17(b).


 


“Incremental Revolving
Credit Increase” means as is specified in Section 5.17(b).


 





“Incremental Term Loan”
means as is specified in Section 5.17(a).


 


“Incremental Term Loan
Commitment” means as is specified in Section 5.17(a).


 






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“Indebtedness”
of any Person means, without duplication (a) all obligations of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (c) all obligations upon which interest charges are
customarily paid, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade
payables incurred in the Ordinary Course of Business; provided, that for purposes of Section 10.1(e), trade payables overdue
by more than one hundred twenty (120) days shall be included in this definition except to the extent that any of such trade payables are
being disputed in good faith and by appropriate measures), including, without limitation, any Earnout Obligations solely to the extent
included as a liability on the consolidated balance sheet of Holdings in accordance with GAAP, (e) all obligations of such Person under
any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (f) all Capital Lease Obligations
of such Person, (g) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions
of credit, (h) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value
any Equity Interests of such Person, (i) Off-Balance Sheet Liabilities, (j) the Hedge Termination Value of all Lender Provided Hedge Agreements,
(k) all Guaranties of such Person of the type of Indebtedness described in clauses (a) through (j) above, (l) all Indebtedness
of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person,
and (m) all Disqualified Equity Interests of such Person. The Indebtedness of any Person shall include the Indebtedness of any partnership
or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness
provide that such Person is not liable therefor. Notwithstanding the foregoing, (x) obligations under Plans and (y) warranty return and
product liability reserves in the Ordinary Course of Business shall not constitute Indebtedness.


 


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


 


“Indemnitee”
means as is specified in Section 12.3(b).


 


“Information”
means all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries
or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the
Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries; provided that,
in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information
is clearly identified at the time of delivery as confidential.


 


“Insolvency
Proceeding” means, with respect to any Person, (a) a case, action or proceeding with respect to such Person
(i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or
hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator,
conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of
such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or
other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors;
undertaken under any Law.


 






    27


     


    

 


 


“Intellectual Property”
means all intellectual and similar property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks,
trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments
or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any
of the foregoing; and all books and records relating to the foregoing.


 


“Intellectual Property
Claim” means any claim or assertion (whether in writing, by suit or otherwise) that a Loan Party’s or a Subsidiary’s
ownership, use, marketing, sale or distribution of any inventory, equipment, Intellectual Property or other property violates another
Person’s Intellectual Property.


 


“Interest Period”
means the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower
to have Revolving Credit Loans or Term Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition,
such period shall be one, three or six Months. Such Interest Period shall commence on the effective date of such LIBOR Rate Option, which
shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate
Option if the Borrower is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second
sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (B) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans
that would end after the Expiration Date.


 


“Interest Rate Hedge”
means an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar
agreements entered into by any Loan Party in order to provide protection to, or minimize the impact upon, such Loan Party of increasing
floating rates of interest applicable to Indebtedness.


 


“Interest Rate Hedge
Liabilities” means as is specified in the definition of Lender Provided Interest Rate Hedge.


 


“Interest Rate Option”
means any LIBOR Rate Option or Base Rate Option.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guaranty or
assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership
or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Indebtedness of such
other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another
Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business
unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such Investment.


 






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“IRS” means
the United States Internal Revenue Service.


 


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


 


“Issuing Lender”
means (a) PNC, in its individual capacity as issuer of Letters of Credit hereunder and (b) with respect to the Existing Letters of Credit,
Bank of America, N.A., in its capacity as issuer thereof.


 


“Joint Venture”
means a corporation, partnership, limited liability company or other entity in which any Person other than the Loan Parties and their
Subsidiaries holds, directly or indirectly, an equity interest.


 


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


 


“Law” or
 “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Official Body 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 Official Body, in each case whether
or not having the force of law.


 


“LCA Test Date”
means as is specified in Section 1.5.


 


“Lead Arrangers”
means, collectively, (a) PNC Capital Markets LLC and (b) BofA Securities, Inc., in their capacities as joint lead arrangers and joint
bookrunners.


 


“Lender Joinder Agreement”
means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with any Incremental
Loan Commitments pursuant to Section 5.17.


 






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“Lender Provided
Foreign Currency Hedge” means a Foreign Currency Hedge which is entered into between any Loan Party and any Hedge Bank
that: (a) is documented in a standard International Swaps and Derivatives Association Master Agreement or another reasonable
and customary manner, (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in
a reasonable and customary manner, and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to
the Hedge Bank providing any Lender Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by
any Loan Party that is party to such Lender Provided Foreign Currency Hedge shall, for purposes of this Agreement and all other Loan
Documents be “Obligations” of such Person and of each other Loan Party, be guaranteed obligations under the Guaranty
Agreement and secured obligations under any other Loan Document, as applicable, and otherwise treated as Obligations for purposes of
the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the
Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this
Agreement and the other Loan Documents, subject to the express provisions of Section 10.3.


 


“Lender Provided Interest
Rate Hedge” means an Interest Rate Hedge which is entered into between any Loan Party and any Hedge Bank that: (a) is documented
in a standard International Swaps and Derivatives Association Master Agreement or another reasonable and customary manner, (b) provides
for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and
(c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the Hedge Bank providing any Lender Provided
Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Loan Party that is party to such Lender Provided
Interest Rate Hedge shall, for purposes of this Agreement and all other Loan Documents, be “Obligations” of such Person and
of each other Loan Party, be guaranteed obligations under any Guaranty Agreement and secured obligations under any other Loan Document,
as applicable, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall
be pari passu with the Liens securing all other Obligations under this Agreement and the other Loan Documents, subject to the express
provisions of Section 10.3.


 


“Lenders”
means the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each
of which is referred to herein as a Lender. For the purpose of any Loan Document which provides for the granting of a security interest
or other Lien to the Lenders or to the Administrative Agent for the benefit of the Secured Parties as security for the Obligations, “Lenders”
shall include any Affiliate of a Lender to which such Obligation is owed. Unless the context requires otherwise, the term “Lenders”
includes the Swingline Loan Lender, but not the Issuing Lender.


 


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


 


“Letter of Credit”
means as is specified in Section 2.8(a). As of the Funding Date, each of the Existing Letters of Credit (to the extent then
outstanding) shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding
hereunder.


 


“Letter of Credit Borrowing”
means as is specified in Section 2.8(c)(iii).


 






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“Letter of Credit Fee”
means as is specified in Section 2.8(b).


 


“Letter of Credit Obligation”
means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit on such date
(if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently
give effect to any such future increase) plus the aggregate Reimbursement Obligations and Letter of Credit Borrowings on such date.


 


“Letter of Credit Sublimit”
means as is specified in Section 2.8(a)(i).


 


“LIBOR
Rate” means, with respect to the Loans comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any Interest
Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, at the
Administrative Agent’s discretion, to the nearest 1/100 of 1%) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such
other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit
market), or the rate which is quoted by another source selected by the Administrative Agent as an authorized information vendor for the
purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate
Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period
as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and
a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or
any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which
determination shall be conclusive absent manifest error)), by (b) a number equal to 1.00 minus the LIBOR Reserve Percentage. Notwithstanding
the foregoing, if the LIBOR Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed
to be zero percent (0.00%) for purposes of this Agreement.


 


The LIBOR Rate shall be adjusted
with respect to any Loan to which the LIBOR Rate Option applies that is outstanding on the effective date of any change in the LIBOR Reserve
Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined
or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.


 


“LIBOR Rate Option”
means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 4.1(a)(ii)
or Section 4.1(c)(ii), as applicable.


 


“LIBOR Reserve Percentage”
means as of any day the maximum effective percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements)
with respect to eurocurrency funding or in respect of eurocurrency liabilities or any similar category of liabilities for a member bank
of the Federal Reserve System in New York City.


 





“License”
means any license or agreement under which a Loan Party is authorized to use Intellectual Property in connection with any manufacture,
marketing, distribution or disposition of Collateral, any use of property or any other conduct of its business.


 






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“Lien” means
any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever,
whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing
(whether or not a lien or other encumbrance is created or exists at the time of the filing).


 


“Limited Condition
Transaction” means any Acquisition (or similar Investment) by one or more of the Borrower or any of its 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.


 


“LLC Division”
means, in the event the Borrower or a Guarantor is a limited liability company, (a) the division of the Borrower or any such Guarantor
into two or more newly formed limited liability companies (whether or not the Borrower or such Guarantor is a surviving entity following
any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar
act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia,
or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Official Body that results or may result
in, any such division.


 


“Loan Documents”
means this Agreement, the Administrative Agent’s Letter, the Collateral Documents, the Guaranty Agreement, the Notes, and any other
instruments, certificates or documents delivered in connection herewith or therewith.


 


“Loan Parties”
means the Borrower and the Guarantors.


 


“Loan Request”
means as is specified in Section 2.5(a).


 


“Loans” means,
collectively, and Loan means, separately, all Revolving Credit Loans, Swingline Loans and the Term Loans or any Revolving Credit
Loan, Swingline Loan or the Term Loan.


 


“Material Acquisition”
means any Permitted Acquisition involving aggregate consideration (including, without limitation, any Earnout Obligations, non-compete
or deferred compensation arrangements (in each case as determined in good faith by the board of directors of Holdings)) in excess of $25,000,000.


 


“Material Adverse
Change” means any set of circumstances or events which (a) has a material adverse effect whatsoever upon the validity
or enforceability of this Agreement or any other Loan Document, (b) is material and adverse to the business, properties,
assets, financial condition, results of operations of the Loan Parties taken as a whole, (c) impairs materially the ability of
the Loan Parties taken as a whole to duly and punctually pay or perform any of the Obligations, or (d) impairs materially the
ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this
Agreement or any other Loan Document.


 






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“Material Indebtedness”
shall mean any Indebtedness (other than the Loans and Letters of Credit) and Hedging Obligations of Holdings or any of its Subsidiaries,
individually or in an aggregate committed or outstanding principal amount exceeding $3,000,000. For purposes of determining the amount
of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be
the Net Mark-to-Market Exposure of such Hedging Obligations.


 


“Measurement Period”
means, at any date of determination, the most recently completed four (4) Fiscal Quarters of Holdings for which financial statements have
been delivered pursuant to Section 8.11 (or, prior to the first delivery thereof after the Funding Date, the most recent Statements).


 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal
to 105% of the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued and outstanding at such time and (b) otherwise,
an amount determined by the Administrative Agent and the Issuing Lender in their sole discretion.


 


“Month”,
with respect to an Interest Period under the LIBOR Rate Option, means the interval between the days in consecutive calendar months numerically
corresponding to the first day of such Interest Period. If any Interest Period begins on a day of a calendar month for which there is
no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be
deemed to end on the last Business Day of such final month.


 


“Multiemployer Plan”
means any employee pension benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA
and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the
preceding five (5) plan years, has made or had an obligation to make such contributions, or to which the Borrower or any member of the
ERISA Group has any liability (contingent or otherwise).


 


“Net Cash Proceeds”
shall mean the aggregate cash or Cash Equivalents proceeds received by Holdings or any Subsidiary in respect of any Asset Disposition,
Recovery Event or any issuance of Indebtedness or Equity Interests net of (a) direct costs incurred in connection therewith (including
legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case
of any Asset Disposition or Recovery Event, the amount necessary to retire any Indebtedness secured by a Lien permitted by Section
9.2 (ranking senior to any Lien of the Administrative Agent) on the related property.


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders
in accordance with the terms of Section 12.1 and (b) has been approved by the Required Lenders.


 






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


 


“Non-Extending Lender”
means as is specified in Section 5.16(b).


 


“Non-Qualifying Party”
means any Loan Party that fails for any reason to qualify as an Eligible Contract Participant on the Effective Date of the applicable
Swap.


 


“Notes” means
collectively, and Note means separately, the promissory notes in the form of Exhibit C evidencing the Revolving Credit Loans,
in the form of Exhibit D evidencing the Swingline Loan, and in the form of Exhibit E evidencing the Term Loans.


 


“Notice Date”
means as is specified in Section 5.16(b).


 


“Obligation”
means any obligation or liability of any of the Loan Parties or other credit support providers specified in the Loan Documents, howsoever
created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due,
under or in connection with (a) this Agreement, the Notes, the Letters of Credit, the Administrative Agent’s Letter or any other
Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan
Documents, (b) any Lender Provided Interest Rate Hedge, (c) any Erroneous Payment Subrogation Rights, (d) any Lender Provided Foreign
Currency Hedge, (e) any Other Lender Provided Financial Service Product and (f) Canadian Subsidiary Obligations. Notwithstanding anything
to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.


 


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


 


“Off-Balance Sheet
Liabilities” of any Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (b) any liability of such Person under any sale and leaseback transactions that do not create a liability
on the balance sheet of such Person, (c) any Synthetic Lease Obligation or (d) any obligation arising with respect to any other transaction
which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of
such Person.


 


“Official Body”
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules
or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking
Supervision or any successor or similar authority to any of the foregoing).


 


“Order” means
as is specified in Section 2.8(h).


 






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“Ordinary Course of
Business” means the ordinary course of business of any Loan Party or Subsidiary, consistent with past practices and undertaken
in good faith.


 


“Other Benchmark Rate
Election” shall mean, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBOR Rate, the
occurrence of: (a) either (x) a request by the Borrower to the Administrative Agent, or (y) notice by the Administrative Agent to the
Borrower, that, at the determination of the Borrower or the Administrative Agent, as applicable, Dollar-denominated syndicated credit
facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR Rate-based rate, a term benchmark
rate as a benchmark rate, and (b) the Administrative Agent, in its sole discretion, and the Borrower jointly elect to trigger a fallback
from the LIBOR Rate and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and
the Lenders.


 


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


 


“Other Lender Provided
Financial Service Product” means agreements or other arrangements entered into between any Loan Party and any Cash Management
Bank that provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing
services, (c) debit cards, (d) purchase cards, (e) ACH transactions, or (f) cash management, including controlled disbursement, overdraft
lines, accounts or services.


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 5.13).


 


“Overnight Bank Funding
Rate” means for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York (“NYFRB”),
as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding
rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by PNC for the purpose of displaying such
rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the
immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist,
a comparable replacement rate determined by PNC at such time (which determination shall be conclusive absent manifest error). If the Overnight
Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged
shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.


 






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“Participant”
means as is specified in Section 12.8(d).


 


“Participant Register”
means as is specified in Section 12.8(d).


 


“Participation Advance”
means as is specified in Section 2.8(c)(iii).


 


“Payment Date”
means the first day of each calendar quarter after the Funding Date and on the Expiration Date or upon acceleration of the Notes.


 


“Payment Item”
means each check, draft or other item of payment payable to a Loan Party, including those constituting proceeds of any Collateral.


 


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


 


“Pension Plan”
means at any time an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (including a “multiple
employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV of ERISA
or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and either (a) is sponsored, maintained
or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group, (b) has at any time within the
preceding five years been sponsored, maintained or contributed to by any entity which was at such time a member of the ERISA Group for
employees of any entity which was at such time a member of the ERISA Group, 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 five plan years or (c)
or to which the Borrower or any member of the ERISA Group may have any liability (contingent or otherwise).


 


“Permitted
Acquisition” means an Acquisition (the Person or division, line of business or other business unit of the Person to be acquired
in such Acquisition shall be referred to herein as the “Target”), in each case that is a type of business (or assets
used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in
each case so long as:


 


(a)       no
Potential Default or Event of Default shall then exist or would exist after giving effect thereto;


 


(b)       the
Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition
on a Pro Forma Basis, (i) the Loan Parties are in Pro Forma Compliance and (ii) the Consolidated Total Net Leverage Ratio shall
be 0.50 to 1.00 less than the then applicable level specified in Section 9.13, calculated using the same Measurement Period used
to determine Pro Forma Compliance;


 


(c)       the
Administrative Agent shall be satisfied that as and to the extent required by (and, unless otherwise required by the Administrative
Agent by an earlier time no earlier than the consummation of such Acquisition, within the time period set forth in) the Loan
Documents, it shall receive, in connection with such Acquisition, a first priority perfected security interest in all real (if
applicable) and personal property (including, without limitation, Equity Interests) acquired with respect to the Target and a
Guaranty Joinder and it shall have received upon the effectiveness of such Acquisition, all required joinder documentation from the
Target and each of its applicable Subsidiaries;


 






    36


     


    

 


 


(d)       the
Administrative Agent and the Lenders shall have received not less than twenty (20) days prior to the consummation of any such Acquisition
(i) a description of the material terms of such Acquisition, (ii) audited financial statements (or, if unavailable, management-prepared
financial statements) of the Target for its two most recent fiscal years and for any Fiscal Quarters ended within the fiscal year to date,
(iii) consolidated projected income statements of Holdings and its Subsidiaries (after giving effect to such Acquisition), and (iv) not
less than five (5) Business Days prior to the consummation of any Permitted Acquisition with a purchase price in excess of $10,000,000,
a Permitted Acquisition Certificate, executed by an Authorized Officer of the Borrower certifying that such Permitted Acquisition complies
with the requirements of this Agreement;


 


(e)       the
Target shall have earnings before interest, taxes, depreciation and amortization for the four (4) Fiscal Quarter period prior to the acquisition
date, and after giving effect to any pro forma adjustments reasonably acceptable to the Administrative Agent, in an amount greater than
$0; and


 


(f)       such
Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent) and/or
shareholders (or equivalent) of the applicable Loan Party and the Target.


 


“Permitted Acquisition
Certificate” means a certificate substantially the form of Exhibit F or any other form approved by the Administrative
Agent.


 


“Permitted Contingent
Obligations” means Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary
Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) incurred in the Ordinary Course of Business with respect
to surety, appeal or performance bonds, or other similar obligations (other than letters of credit) and not constituting borrowed money;
(d) arising from customary indemnification obligations in favor of purchasers or sellers, as applicable, in connection with Asset Dispositions
permitted hereunder or Permitted Acquisitions; (e) arising under the Loan Documents; or (f) in an aggregate amount of $7,500,000 or less
at any time


 


“Permitted
Investments” means:


 


(a)       direct
obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit
of the United States of America maturing within one year from the date of acquisition;


 


(b)       commercial
paper maturing within two hundred seventy (270) days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s
Investors Service, Inc. on the date of acquisition;


 






    37


     


    

 





 


(c)       demand
deposits, time deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1, A or
the equivalent or better by Standard & Poor’s on the date of acquisition;


 


(d)       money
market or mutual funds whose investments are limited to those types of investments described in clauses (a)-(c) above;


 


(e)       repurchase
agreements with a term of not more than thirty (30) days for underlying investments of the types described in clauses (a)-(c) above
entered into by any Person with a bank or trust company (including, without limitation, any of the Lenders or the Administrative Agent)
or recognized securities dealer having capital and surplus in excess of Five-Hundred Million Dollars ($500,000,000), in which such Person
shall have a perfected, first-priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair
market value of at least one-hundred percent (100.0%) of the amount of the applicable repurchase obligations; and


 


(f)       investments
made under the Cash Management Agreements or under cash management agreements with any other Lenders.


 


“Permitted Joint Ventures”
means joint ventures engaged in any similar line of business as Holdings and its Subsidiaries (or one reasonably ancillary or complementary
thereto).


 


“Permitted Liens”
means:


 


(a)       Liens
for taxes, assessments, or similar charges, incurred in the Ordinary Course of Business and which are not yet due and payable;


 


(b)       pledges
or deposits made in the Ordinary Course of Business to secure payment of workmen’s compensation, or to participate in any fund in
connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs;


 


(c)       (i)
Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the Ordinary Course of
Business that (A) are not yet due and payable or (B) are being Properly Contested and (ii) Liens of landlords securing obligations to
pay lease payments that (A) are not yet due and payable or in default or (B) are being Properly Contested;


 


(d)       good-faith
pledges or deposits made in the Ordinary Course of Business to secure performance of bids, tenders, contracts (other than for the repayment
of borrowed money or as security for Hedge Liabilities or margining related to commodities hedges) or leases, not in excess of the aggregate
amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in
the Ordinary Course of Business;


 


(e)       encumbrances
consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use
of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land
use;


 






    38


     


    

 





 


(f)       Liens
in the Collateral in favor of the Secured Parties;


 


(g)       any
Lien existing on the date of this Agreement and described on Schedule 1.1(D) and any replacements, modifications, renewals or extensions
thereof; provided that the principal amount secured thereby is not hereafter increased, no additional assets become subject to
such Lien, the direct or any contingent obligations with respect thereto is not changed and any renewal or extension of the obligations
secured thereby is permitted by Section 9.1(b);


 


(h)       purchase
money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed
or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement
of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures
Indebtedness permitted by Section 9.1(c), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the
acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness
secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;


 


(i)       statutory
Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations
secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the property
or materially impair operation of the business of any Loan Party or Subsidiary;


 


(j)       Liens
incurred or deposits made with respect to any Loan Party or Subsidiary in the Ordinary Course of Business to secure the performance of
tenders, bids, leases, contracts (except those relating to borrowed money), statutory obligations and other similar obligations, or arising
as a result of progress payments under government contracts, as long as such Liens are at all times junior to the Administrative Agent’s
Liens;


 


(k)       Liens
securing judgment for the payment of money (or appeal or other surety bond, relating to such judgment) against any Loan Party or Subsidiary,
or any property of a Loan Party or Subsidiary, as long as such judgment does not constitute an Event of Default under Section 10.1;


 


(l)       normal
and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the
course of collection;


 


(m)       licenses,
sublicenses, leases or subleases of Intellectual Property granted by the Loan Parties or any of their respective Subsidiaries to the extent
such licenses, sublicenses, leases or subleases are permitted by Section 9.6;


 


(n)       Liens
securing Indebtedness owing by Foreign Subsidiaries permitted pursuant to Section 9.1(m), Section 9.1(n) or Section 9.1(p)
so long as (i) any Loan Party guarantee of such Indebtedness is permitted pursuant to Section 9.1(f) and (ii) such Indebtedness
is not secured by the Collateral;


 






    39


     


    

 





 


(o)       Liens
exclusively on the unearned premiums relating to debt incurred in the Ordinary Course of Business in connection with the financing of
insurance premiums; provided, that the amount of debt secured by such Liens shall not exceed $10,000,000 in any twelve-month period;


 


(p)       possessory
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the Ordinary Course of Business;


 


(q)       Liens
in favor of any Loan Party and Liens granted by any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not a
Loan Party;


 


(r)       Liens
solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase
agreement with respect to any Permitted Acquisition, any Investment permitted hereunder, any Asset Disposition permitted hereunder or
any other transaction permitted hereunder;


 


(s)       other
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations
secured thereby does not exceed $500,000;


 


(t)       Leases,
subleases or licenses of properties owned, leased or licensed by Holdings or its Subsidiaries, in each case, entered into in the ordinary
course of business so long as such leases, subleases and licenses are subordinate in all respects to the Liens granted and evidenced by
the Collateral Documents and do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct
of the business of Holdings or any of its Subsidiaries, or (ii) materially impair the use (for its intended purposes) or the value of
the property subject thereto;


 


(u)       Liens
arising from UCC financing statements filings relating to leases or consignment of goods entered into by Holdings and its Subsidiaries
in the Ordinary Course of Business and not prohibited by this Agreement or any other Loan Document; and


 


(v)       in
the case of any non-wholly owned Subsidiary of the Borrower, any put and call arrangements or restrictions on disposition related to its
Equity Interests set forth in its organizational documents or any related joint venture or similar agreement so long as such Equity Interests
do not constitute Disqualified Equity Interests.


 


For purposes of determining
compliance with Section 9.2, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens but may be
incurred under any combination of such categories (including in part under one such category and in part under any other such category)
and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the
Loan Parties, in their sole discretion, may classify or may subsequently reclassify at any time such Lien (or any portion thereof) in
any manner that complies with this definition and Section 9.2; provided that all Liens securing the Obligations shall at
all times be justified in reliance only on the exception in clause (f) of this definition.


 






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“Permitted Pro Forma
Adjustments” means, as applied to any Person or business unit, means any adjustment to the actual results of operations of such
Person or business unit that is permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X
of the Securities Act of 1933 or that are otherwise approved by the Administrative Agent or Required Lenders to reflect verifiable and
adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses,
interest expense, rental expense and other overhead expense, and other quantifiable expenses which are not anticipated to be incurred
on an ongoing basis following consummation of such Specified Transaction and which (x) are identified in documentation reasonably acceptable
to the Administrative Agent; provided that, with respect to any Permitted Acquisition, such adjustments are identified in a quality
of earnings report from a third-party firm reasonably acceptable to the Administrative Agent, and (y) are reasonably expected to be realized
within twelve (12) months of such Specified Transaction as described in reasonable detail on a certificate of an Authorized Officer of
Holdings delivered to the Administrative Agent. Subject to the foregoing, for purposes of calculating compliance with the financial covenants
set forth in Sections 9.12 and 9.13, to the extent that during such period any Loan Party shall have consummated a Permitted
Acquisition, Consolidated EBITDA shall be calculated with respect to any Person, business, property or asset acquired in a Permitted Acquisition
as if such Acquisition had been consummated on the first day of the applicable period, based on historical results accounted for in accordance
with GAAP.


 


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


 


“Plan” means
any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower
or any member of the ERISA Group or any such Plan to which the Borrower or any member of the ERISA Group is required to contribute on
behalf of any of its employees.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“PNC” means
PNC Bank, National Association, its successors and assigns.


 


“Potential Default”
means any event or condition which with notice or passage of time, or both, would constitute an Event of Default.


 


“Prime Rate”
means the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate,
which rate may not be the lowest or most favorable rate then being charged to commercial borrowers or others by the Administrative Agent
and may not be tied to any external rate of interest or index. Any change in the Prime Rate shall take effect at the opening of business
on the day such change is announced.


 


“Principal Office”
means the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.


 


“Pro Forma
Basis” and “Pro Forma Effect” means, for purposes of calculating Consolidated EBITDA for any period
during which one or more Specified Transactions occurs, that such Specified Transaction (and all other Specified Transactions that
have been consummated during the applicable period) shall be deemed to have occurred as of the first day of the applicable period of
measurement and all income statement items (whether positive or negative) attributable to the property
or Person disposed of in an Asset Disposition shall be excluded and all income statement items (whether positive or negative)
attributable to the property or Person acquired in a Permitted Acquisition shall be included (provided that such income
statement items to be included are reflected in financial statements or other financial data reasonably acceptable to the
Administrative Agent and based upon reasonable assumptions and calculations which are expected to have a continuous
impact).


 






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“Pro Forma Compliance”
means, with respect to any transaction, that such transaction does not cause, create or result in a Potential Default or Event of Default
after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such
transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred
on or after the first day of the relevant Measurement Period.


 


“Properly Contested”
means with respect to any obligation of a Loan Party, (a) the obligation is subject to a bona fide dispute regarding amount or the Loan
Party’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted
and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; and (d) non-payment could not cause a
Material Adverse Change.


 


“Published Rate”
means the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption
 “London Interbank Offered Rates” for a one month period; provided that if no such rate is published therein for any
reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit
market for a one month period either (a) as published in another publication selected by the Administrative Agent or (b) in an Alternate
Source (or if there shall at any time, for any reason, no longer exist any such reference or any Alternate Source, a comparable replacement
rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)).


 


“QFC Credit Support”
means as is specified in Section 12.14(a).


 


“Qualified ECP Loan
Party” means each Loan Party that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust,
or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that
has total assets exceeding $10,000,000, or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible
Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter
of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.


 


“Qualified LTIP Accrual
Amounts” means any accrued compensation expense (to the extent such expense is deducted in the calculation of net income) under
a Long Term Incentive Plan of any of the Loan Parties or Subsidiaries in respect of awards granted on or prior to the Closing Date.


 






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“Ratable
Share” means:


 


(a)       with
respect to a Lender’s obligation to make Revolving Credit Loans, participate in Letters of Credit and other Letter of Credit Obligations,
participate in Swingline Loans, and receive payments, interest, and fees related thereto, the proportion that such Lender’s Revolving
Credit Commitment bears to the Revolving Credit Commitments of all of the Lenders; provided that if the Revolving Credit Commitments
have terminated or expired, the Ratable Shares for purposes of this clause shall be determined based upon the Revolving Credit Commitments
most recently in effect, giving effect to any assignments;


 


(b)       with
respect to a Lender’s obligation to make Term Loans and receive payments, interest, and fees related thereto, proportion that such
Lender’s Term Loan Commitment bears to the Term Loan Commitments of all of the Lenders; provided that if the Term Loans have
not yet been funded, the computation in this clause shall be determined based upon the Term Loan Commitments of the Lenders and not the
amount of their Term Loans and (y) to receive payments, interest, and fees related to Term Loans, the proportion that such Lender’s
Term Loans bears to the Term Loans of all of the Lenders;


 


(c)       with
respect to all other matters as to a particular Lender, the percentage obtained by dividing (i) such Lender’s Revolving Credit
Commitment plus Term Loan, by (ii) the sum of the aggregate amount of the Revolving Credit Commitments plus Term Loans of all Lenders;
provided, however, that (A) if the Revolving Credit Commitments have terminated or expired, the computation in this clause
shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments, and not on
the current amount of the Revolving Credit Commitments and (B) if the Term Loans have not yet been funded, the computation in this clause
shall be determined based upon the Term Loan Commitments and not the current amount of the Term Loans, subject to Section 5.15.


 


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


 


“Recovery Event”
shall mean any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of Holdings,
the Borrower or any Subsidiary.


 


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


 


“Refinancing
Conditions” means the following conditions for Refinancing Indebtedness: (a) it is in an aggregate principal amount that
does not exceed the principal amount of the Indebtedness being extended, renewed or refinanced; (b) it has a final maturity no
sooner than, a weighted average life no less than, and an interest rate no greater than, the Indebtedness being extended, renewed or
refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Indebtedness being extended, renewed or
refinanced (if such Indebtedness was subordinated); (d) the representations, covenants and defaults applicable to it are no less
favorable to Borrower, taken as a whole, than those applicable to the Indebtedness being extended, renewed or refinanced, taken as a
whole; (e) if such Indebtedness being refinanced was secured by a Lien, no additional Lien beyond such Lien is granted to secure it;
(f) no additional Person is obligated on such Indebtedness; and (g) upon giving effect to it, no Event of Default exists. The
definition of Refinancing Conditions is subject to the terms and conditions set forth in the last paragraph of Section
9.1.


 






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“Refinancing Indebtedness”
means Indebtedness that is the result of an extension, renewal or refinancing of Indebtedness permitted under Sections 9.1(b),
9.1(c) or 9.1(e)(iv).


 


“Reimbursement Obligation”
means as is specified in Section 2.8(c).


 


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


 


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


 


“Relief Proceeding”
means any proceeding seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or
involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the
appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party
or Subsidiary of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, or an assignment
for the benefit of its creditors.


 


“Removal Effective
Date” means as is specified in Section 11.6(b).


 


“Reportable Compliance
Event” means that: (a) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar
charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty, or enters into a settlement
with an Official Body in connection with any sanctions or other Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any
anti-Terrorism Law or Anti-Corruption Law, or has knowledge of facts or circumstances to
the effect that it is reasonably likely that any aspect of its operations represents a violation of any Anti-Terrorism Law or Anti-Corruption
Law; (b) any Covered Entity engages in a transaction that has caused or may cause the Lenders or Administrative Agent to be in violation
of any Anti-Terrorism Laws, including a Covered Entity’s use of any proceeds of the Facilities to fund any operations in, finance
any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Person or Sanctioned Jurisdiction; or
(c) any Collateral becomes Embargoed Property.


 


“Required Class
Lenders” means, at any time with respect to any Class of Loans or Commitments, at least two (2) unaffiliated Lenders
(unless there is only one (1) Lender, in which case such Lender) having (i) with respect to the Revolving Credit Facility, more that
50% of the aggregate amount of the Revolving Credit Commitments of the Lenders (excluding any Defaulting Lender) or, after the
termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable Share of Letter of Credit
Obligations of the Lenders (excluding any Defaulting Lender) and (ii) with respect to the Term Loan Facility, more that 50% of the
aggregate outstanding amount of any Term Loans.


 






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“Required Lenders”
means at least two (2) unaffiliated Lenders (unless there is only one (1) Lender, in which case such Lender) (other than any Defaulting
Lender) having more than 50% of the sum of (i) the aggregate amount of the Revolving Credit Commitments of the Lenders (excluding any
Defaulting Lender) or, after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable Share
of Letter of Credit Obligations of the Lenders (excluding any Defaulting Lender), and (ii) the aggregate outstanding amount of any Term
Loans.


 


“Required Share”
means as is specified in Section 5.11.


 


“Resignation Effective
Date” means as is specified in Section 11.6(a).


 


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


 


“Restricted”
means, when referring to cash or Cash Equivalents of Holdings or any of its Subsidiaries, that such cash or Cash Equivalents (a) appears
(or would be required to appear) as “restricted” on a consolidated balance sheet of Holdings or of any such Subsidiary (unless
such appearance is related to the Loan Documents or Liens created thereunder) as determined in accordance with GAAP or (b) are subject
to any Lien in favor of any Person other than Administrative Agent for the benefit of the holders of the Obligations (but excluding amounts
serving as cash collateral for Letters of Credit) other than bankers’ liens and rights of setoff.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings
or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in Holdings or any option,
warrant or other right to acquire any such Equity Interests in Holdings.


 


“Revolving Credit Commitment”
means, as to any Lender at any time, the amount initially specified opposite its name on Schedule 1.1(B) in the column labeled
 “Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and Revolving
Credit Commitments means the aggregate Revolving Credit Commitments of all of the Lenders. On the Closing Date, the aggregate amount
of the Revolving Credit Commitments is $100,000,000.


 


“Revolving Credit Facility”
means the revolving loan facility provided pursuant to Article 2.


 


“Revolving Credit Loans”
means, collectively, and Revolving Credit Loan means, separately, all Revolving Credit Loans or any Revolving Credit Loan made
by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1 or Section 2.8(c).


 









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“Revolving Facility
Usage” means at any time the sum of the outstanding Revolving Credit Loans, the outstanding Swingline Loans, and the Letter
of Credit Obligations.


 


“Royalties”
means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.


 


“Sanctioned Person”
means (a) a Person that is the subject of sanctions administered by OFAC or the U.S. Department of State (“State”), including
by virtue of being (i) named on OFAC’s list of “Specially Designated Nationals and Blocked Persons”; (ii) organized
under the laws of, ordinarily resident in, or physically located in a Sanctioned Jurisdiction; (iii) owned or controlled 50% or more in
the aggregate, by one or more Persons that are the subject of sanctions administered by OFAC; (b) a Person that is the subject of sanctions
maintained by the European Union (“E.U.”), including by virtue of being named on the E.U.’s “Consolidated
list of persons, groups and entities subject to E.U. financial sanctions” or other, similar lists; (c) a Person that is the subject
of sanctions maintained by the United Kingdom (“U.K.”), including by virtue of being named on the “Consolidated
List Of Financial Sanctions Targets in the U.K.” or other, similar lists; or (d) a Person that is the subject of sanctions imposed
by any Official Body of a jurisdiction whose laws apply to this Agreement.


 


“Sanctioned Jurisdiction”
means any country, territory, or region that is the subject of sanctions administered by OFAC.


 


“Secondary Term SOFR
Conversion Date” means as is specified in Section 4.4(d)(vii).


 


“Security Agreement”
means the Security and Pledge Agreement, dated as of the Funding Date, executed and delivered by each of the Loan Parties to the Administrative
Agent for the benefit of the Secured Parties.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the Issuing Lender, the Cash Management Banks, the Hedge Banks, the Canadian
Obligation Providers, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 11.5,
and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral
Documents.


 


“Settlement Date”
means the Business Day on which the Administrative Agent elects to effect settlement pursuant Section 5.11.


 


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


 


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


 


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


 









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“Solvent”
means, with respect to any Person on any date of determination, taking into account any right of reimbursement, contribution or similar
right available to such Person from other Persons, that on such date (a) the fair value of the property of such Person is greater
than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the
assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such
Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s
property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which
such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed
at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected
to become an actual or matured liability. “Solvency” has a corresponding meaning.


 


“Specified Event of
Default” means an Event of Default arising under Sections 10.1(a), (c) (solely with respect to the failure to
comply with Sections 9.12 or 9.13) or (j) hereof.


 


“Specified Representations”
shall mean in connection with a Limited Condition Transaction, (a) the representations and warranties made by or on behalf of the target
of such Limited Condition Transaction, its subsidiaries or their respective businesses in the applicable acquisition agreement which are
material to the interest of the Lenders, but only to the extent that the applicable Loan Party or Subsidiary has the right to terminate
its obligations under such acquisition agreement or to decline to consummate such Limited Condition Transaction as a result of a breach
of such representations and warranties, and (b) the representations and warranties of the Loan Parties set forth in Section 6.1(a)(i)-6.1(a)(iv),
Section 6.4 (with respect to the entering into, borrowing under, guaranteeing under, and performance of the Loan Documents and
the granting of Liens in the Collateral), Section 6.2 (solely with respect to the last sentence thereof), Section 6.8, Section
6.12, Section 6.16, Section 6.17, Section 6.18, and Section 6.22.


 


“Specified Transactions”
means (a) any permitted Investment, (b) any Permitted Acquisition, (c) any sale, transfer or other disposition of assets or property
or a sale of a business unit, line of business or division of all or substantially all of the assets of, or customer lists of, Holdings
or a Subsidiary, (d) any capital expenditure and (e) any merger or other business combination.


 


“Standard & Poor’s”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.


 


“Standby Letter of
Credit” means a Letter of Credit issued to support obligations of one or more of the Loan Parties, contingent or otherwise,
which finance the working capital and business needs of the Loan Parties incurred in the Ordinary Course of Business.


 


“Statements”
means as is specified in Section 6.6(a).


 









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“Subordinated Indebtedness”
means Indebtedness incurred by any Loan Party or Subsidiary that is expressly subordinate and junior in right of payment to the payment
in full of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) reasonably satisfactory
to Administrative Agent and the Required Lenders.


 


“Subsidiary”,
of any Person, at any time, means any corporation, trust, partnership, limited liability company or other business entity (a) of which
more than 50% of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors
or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly
by such Person or one or more of such Person’s Subsidiaries, or (b)  which is controlled or capable of being controlled by
such Person or one or more of such Person’s Subsidiaries.


 


“Swap” means
any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a swap entered into, or subject
to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant
to CFTC Regulation 32.3(a).


 


“Swap Obligation”
means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender Provided
Interest Rate Hedge or a Lender Provided Foreign Currency Hedge.


 


“Swingline Loan Commitment”
means PNC’s commitment to make Swingline Loans to the Borrower pursuant to Section 2.1(b) hereof in an aggregate principal
amount up to $10,000,000.


 


“Swingline Loan Lender”
means PNC, in its capacity as a lender of Swingline Loans.


 


“Swingline Loan Note”
means the Swingline Loan Note of the Borrower in the form of Exhibit D evidencing the Swingline Loans, together with all amendments,
extensions, renewals, replacements, refinancing or refunding thereof in whole or in part.


 


“Swingline Loan Request”
means a request for Swingline Loans made in accordance with Section 2.5(b) hereof.


 


“Swingline Loans”
means, collectively, and Swingline Loan means, separately, all Swingline Loans or any Swingline Loan made by PNC to the Borrower
pursuant to Section 2.1(b) hereof.


 


“Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by
the lessee pursuant to Accounting Standards Codification Sections 840-10 and 840-20 and (ii) the lessee will be entitled to various tax
and other benefits ordinarily available to owners (as opposed to lessees) of like property.


 


“Synthetic Lease
Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as
lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price
payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.


 






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“Target”
means as is specified in the definition of Permitted Acquisition.


 


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


 


“Term Lender”
means a Lender holding a Term Loan.


 


“Term Loan”
means as is specified in Section 3.1; “Term Loans” means, collectively, all of the Term Loans.


 


“Term Loan Commitment”
means, as to any Lender at any time, the amount initially specified opposite its name on Schedule 1.1(B) in the column labeled
 “Amount of Commitment for Term Loans,” as such Commitment is thereafter assigned or modified and Term Loan Commitments
means the aggregate Term Loan Commitments of all of the Lenders. The aggregate principal amount of all Lenders’ Term Loan Commitments
as of the Closing Date is $150,000,000.


 


“Term Loan Facility”
means the term loan facility provided pursuant to Article 3.


 


“Term Loan Maturity
Date” means (a) with respect to the initial Term Loans, the earlier of (i) July 23, 2026 and (ii) the Termination Date (if the
Holdings IPO has not been consummated prior to the Termination Date), and (b) with respect to any Incremental Term Loans, the date set
forth in the relevant Lender Joinder Agreement with respect to such Incremental Term Loans, in each case as such date may be extended
with respect to certain Lenders’ Term Loans pursuant to Section 5.16(a) or Section 12.1.


 


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


 


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


 


“Term SOFR Transition
Event” means the determination by the Administrative Agent that (1) Term SOFR has been recommended for use by the Relevant Governmental
Body, and is determinable for each Available Tenor, (2) the administration of Term SOFR is administratively feasible for the Administrative
Agent and (3) a Benchmark Transition Event or an Early Opt-in Election, as applicable, (and, for the avoidance of doubt, not in the case
of an Other Benchmark Rate Election) has previously occurred resulting in a Benchmark Replacement in accordance with Section 4.4(d)
that is not Term SOFR.


 


“Termination Date”
means the earlier of (a) September 30, 2021 and (b) the date on which the Borrower delivers written notice to the Administrative Agent
that it has determined to abandon the Holdings IPO.


 









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“Transactions”
shall mean (a) Holdings IPO, (b) the refinancing of the Loan Parties existing Indebtedness, (c) Funding Date Distribution, (d) the funding
of the Loans on the Funding Date and the consummation of the other transactions contemplated by this Agreement, (e) the consummation
of any other transactions in connection with the foregoing on the Funding Date and (f) the payment of the fees and expenses incurred in
connection with any of the foregoing.


 


“UCP” means
as is specified in Section 12.11(a).


 


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


 


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


 


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


 


“Unrestricted Cash”
shall mean, at any time, cash and Cash Equivalents maintained in deposit accounts in the United States that are not Restricted at such
time.


 


“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public
Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


 


“U.S. Borrower”
means any Borrower that is a U.S. Person.


 


“USD LIBOR”
means the London interbank offered rate for U.S. dollars.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Special Resolution
Regime” means as is specified in Section 12.14.


 


“U.S. Tax Compliance
Certificate” means as is specified in Section 5.9(g)(ii)(2)(III).


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


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


 






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1.2         
Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall
apply to this Agreement and each of the other Loan Documents: (a) references to the plural include the singular, the plural, the part
and the whole and the words “include,” “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”; (b) the word “will” shall be construed to have the same meaning and effect as
the word “shall”; (c) the words “hereof,” “herein,” “hereunder,” “hereto”
and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (d) article,
section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless
otherwise specified; (e) reference to any Person includes such Person’s successors and assigns; (f) reference to this Agreement
or any other Loan Document, means this Agreement or such other Loan Document, together with the schedules and exhibits hereto or thereto,
as amended, modified, replaced, substituted for, superseded or restated from time to time (subject to any restrictions thereon specified
in this Agreement or the other applicable Loan Document); (g) relative to the determination of any period of time, “from”
means “from and including,” “to” means “to but excluding,” and “through” means “through
and including”; (h) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation
as amended, modified or supplemented from time to time (i) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights; (j) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms; (k) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation
of this Agreement or such Loan Document, and (l) unless otherwise specified, all references herein to times of day shall constitute references
to Eastern Time.


 


1.3          Accounting
Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared
in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have
the meanings ascribed to such terms by GAAP as in effect on the Closing Date applied on a basis consistent with those used in
preparing the Statements referred to in Section 6.6(a). Notwithstanding the foregoing, if at any time any change in GAAP
(including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document,
and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP
(subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall
continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for all
purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component
definitions, GAAP will be deemed to treat operating leases and Capital Lease Obligations in a manner consistent with the treatment
under GAAP as in effect immediately prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of
Accounting Standards Update No. 2016-02.


 






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1.4         
LIBOR Notification. Section 4.4(d) of this Agreement provides a mechanism for determining an alternative rate
of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances. The Administrative
Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission
or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with
respect to any alternative or successor rate thereto, or replacement rate therefor.


 


1.5          Limited
Condition Transactions. For purposes of determining compliance on a Pro Forma Basis with any Consolidated Total Net Leverage
Ratio or any other basket based on Consolidated EBITDA or total assets, or whether a Potential Default or Event of Default has
occurred and is continuing, in each case in connection with the consummation of a Limited Condition Transaction, the date of
determination shall, at the option of the Borrower, be the time the definitive agreements for such Limited Condition Transaction are
entered into (the “LCA Test Date”) after giving effect to such Limited Condition Transaction on a Pro Forma Basis
(provided that notwithstanding the foregoing, in all cases no Specified Event of Default shall have occurred and be
continuing after giving effect to such Acquisition) 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 occurred at the beginning of the most recently completed
Measurement Period then ended prior to the LCA Test Date, and, for the avoidance of doubt, if any of such ratios or amounts are
exceeded as a result of fluctuations in such ratio or amount including due to fluctuations in Consolidated EBITDA of Holdings or the
person subject to such acquisition, at or prior to the consummation of the relevant Limited Condition Transaction, such ratios will
not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited
Condition Transaction is permitted to be consummated; provided that if the Borrower elects to have such determinations occur
at the time of entry into such definitive agreement, the Limited Condition Transaction and the Incremental Term Loan to be incurred
(and any associated Lien) and the use of proceeds thereof (and the consummation of the applicable Acquisition) shall be deemed
incurred and/or applied at the time of such election (until such time as the Incremental Term Loan is actually incurred or the
applicable acquisition agreement is terminated without actually consummating the applicable Acquisition) and outstanding thereafter
for purposes of determining compliance on a Pro Forma Basis with any applicable Consolidated Total Net Leverage Ratio or any other
financial covenant or ratio basket or calculation of total assets, as the case may be (it being understood and agreed that with
respect to any such ratio test or basket (even if unrelated to determining whether such Acquisition is a Permitted Acquisition), the
Borrower shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition
Transaction and assuming that such transaction had not occurred). Notwithstanding the foregoing, it is understood and agreed that
(a) in the event the consummation of any such Limited Condition Transaction shall not have occurred on or prior to the date that is
one hundred eighty (180) days following the signing of the definitive agreement therefore, such transaction shall no longer
constitute a Limited Condition Transaction for any purpose hereunder and (b) in no event will any Incremental Revolving Credit
Commitment be subject to the Limited Condition Transaction provisions of this Section 1.5 and Section 5.17.


 






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ARTICLE
2

REVOLVING CREDIT AND SWINGLINE LOAN FACILITIES


 


2.1         
Revolving Credit Commitments.


 


(a)         
Revolving Credit Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein
specified, each Lender severally agrees to make Revolving Credit Loans to the Borrower in Dollars at any time or from time to time on
or after the Funding Date to the Expiration Date; provided that after giving effect to each such Loan (i) the aggregate amount
of Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such Lender’s
Ratable Share of the outstanding Swingline Loans and Letter of Credit Obligations and (ii) the Revolving Facility Usage shall not exceed
the Revolving Credit Commitments. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower
may borrow, repay and reborrow pursuant to this Section 2.1.


 


(b)         
Swingline Loan Commitment. Subject to the terms and conditions hereof and relying upon the representations and warranties
herein specified and the agreements of the other Lenders specified in Section 2.6 with respect to Swingline Loans, PNC may, at
its option, cancelable at any time for any reason whatsoever, make Swingline Loans (the “Swingline Loans”) to the Borrower
in Dollars at any time or from time to time after the Funding Date to, but not including, the Expiration Date, in an aggregate principal
amount up to but not in excess of $10,000,000; provided that after giving effect to such Swingline Loan (i) the aggregate amount
of any Lender’s Revolving Credit Loans plus such Lender’s Ratable Share of the outstanding Swingline Loans and Letter of Credit
Obligations shall not exceed such Lender’s Revolving Credit Commitment and (ii) the Revolving Facility Usage shall not exceed the
aggregate Revolving Credit Commitments of the Lenders. Within such limits of time and amount and subject to the other provisions of this
Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1(b).


 


2.2         
Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. Each Lender shall be obligated to fund each
request for Revolving Credit Loans pursuant to Section 2.5 in accordance with its Ratable Share. The aggregate of each Lender’s
Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its
Ratable Share of the outstanding Swingline Loans and Letter of Credit Obligations. The obligations of each Lender hereunder are several.
The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor
shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation
to make Revolving Credit Loans hereunder on or after the Expiration Date.


 









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2.3        
 Commitment Fees. Accruing for each day from the Funding Date until the Expiration Date (and without regard to whether the
conditions to making Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent for the account of each
Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable
Margin for such day (computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) multiplied by the difference
for such day between the amount of (a) the Revolving Credit Commitments minus (b) the Revolving Facility Usage (provided,
however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage
with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swingline Loans, and
with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion
of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes
the outstanding Swingline Loans); provided that no Defaulting Lender shall be entitled to receive any Commitment Fee for any period
during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such Commitment Fee that otherwise
would have been required to have been paid to that Defaulting Lender). Subject to the proviso in the directly preceding sentence, all
Commitment Fees shall be payable in arrears on each Payment Date.


 


2.4         
Termination or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon not less than three (3)
Business Days’ notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce
the aggregate amount of the Revolving Credit Commitments (ratably among the Lenders in proportion to their Ratable Shares); provided
that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments
of the Revolving Credit Loans made on the effective date thereof, the Revolving Facility Usage would exceed the aggregate Revolving Credit
Commitments of the Lenders; and provided, further, that in the event the Revolving Credit Commitments are reduced to an
aggregate amount less than the Letter of Credit Sublimit or the Swingline Loan Commitment then in effect, the Letter of Credit Sublimit
and the Swingline Loan Commitment, as applicable, shall be reduced by an amount such that none of the Letter of Credit Sublimit and the
Swingline Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction shall be in integral multiples of
$1,000,000 and an amount equal to no less than $5,000,000, and shall reduce permanently the Revolving Credit Commitments then in effect.
Any such reduction or termination shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the
full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 hereof) to the
extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the
Revolving Credit Commitments as so reduced or terminated. Any notice to reduce the Revolving Credit Commitments under this Section 2.4
shall be irrevocable.


 


2.5         
Revolving Credit Loan Requests; Conversions and Renewals; Swingline Loan Requests.


 


(a)           Revolving
Credit Loan Requests; Conversions and Renewals. Except as otherwise provided herein, the Borrower may from time to time prior to
the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to
existing Revolving Credit Loans or Term Loans pursuant to Section 4.2, by delivering to the Administrative Agent, not
later than 10:00 a.m. Eastern Time, (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making
of Revolving Credit Loans to which the LIBOR Rate Option applies or the conversion to or the renewal of the LIBOR Rate Option for
any Revolving Credit Loans; and (ii) the same Business Day of the proposed Borrowing Date with respect to the making of a
Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the
conversion to the Base Rate Option for any Revolving Credit Loan, of a duly completed request therefor substantially in the form of Exhibit G or
a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “Loan
Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall
specify the aggregate amount of the proposed Loans comprising each Borrowing Tranche, and, if applicable, the Interest Period, which
amounts shall be in (x) integral multiples of $100,000 and not less than $500,000 for each Borrowing Tranche under the LIBOR Rate
Option, and (y) integral multiples of $100,000 and not less than $500,000 for each Borrowing Tranche under the Base Rate Option.


 






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(b)         
Swingline Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration
Date request the Swingline Loan Lender to make Swingline Loans by delivery to the Swingline Loan Lender not later than 12:00 noon on the
proposed Borrowing Date of a duly completed request therefor substantially in the form of Exhibit H hereto or a request by telephone
immediately confirmed in writing by letter, facsimile or telex (each, a “Swingline Loan Request”), it being understood
that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt
of such written confirmation. Each Swingline Loan Request shall be irrevocable and shall specify the proposed Borrowing Date and the principal
amount of such Swingline Loan, which shall be not less than $100,000.


 


2.6         
Making Revolving Credit Loans and Swingline Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans;
Borrowings to Repay Swingline Loans.


 


(a)         
Making Revolving Credit Loans. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to
Section 2.5, notify the applicable Lenders of its receipt of such Loan Request specifying the information provided by the
Borrower and the apportionment among the Lenders of the requested Revolving Credit Loans as determined by the Administrative Agent in
accordance with Section 2.2. Each Lender shall remit its apportioned share (as provided to it by the Administrative Agent)
of the principal amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the
Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.3,
fund such Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00
p.m. Eastern Time, on the applicable Borrowing Date; provided that if any Lender fails to remit such funds to the Administrative
Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans
of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6(b).


 









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(b)        
 Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed time of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such
Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6(a)
and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower,
the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the applicable Loan to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any
claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


(c)          
Making Swingline Loans. So long as PNC elects to make Swingline Loans, PNC shall, after receipt by it of a Swingline Loan
Request pursuant to Section 2.5(b), fund such Swingline Loan to the Borrower in U.S. Dollars and immediately available funds at
the Principal Office prior to 4:00 p.m. Eastern Time on the Borrowing Date. A Swingline Loan Note shall, if required by PNC, evidence
the Swingline Loans.


 


(d)         
Repayment of Revolving Credit Loans. The Borrower shall repay the outstanding principal amount of all Revolving Credit Loans,
together with all outstanding interest thereon, on the Expiration Date.


 


(e)          
Borrowings to Repay Swingline Loans.


 


(i)                 PNC
may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swingline
Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate
principal amount of the outstanding Swingline Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued
interest thereon; provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its
Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any
Swingline Loans not so being repaid. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base
Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5(a) without regard to any of
the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter,
facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6(e) and of the apportionment among
the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions
specified in Section 2.5(a) or in Section 7.3 are then satisfied) by the time PNC so requests, which shall not be
earlier than 3:00 p.m. Eastern Time on the Business Day next after the date the Lenders receive such notice from PNC.


 






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(ii)                
If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swingline Loan Lender) any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6(e) by the time specified in Section 2.6(e)(i),
the Swingline Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Swingline Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Swingline Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest
and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment.
A certificate of the Swingline Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (ii) shall be conclusive absent manifest error.


 


(f)          
Swingline Loans Under Cash Management Agreements. In addition to making Swingline Loans pursuant to the foregoing provisions
of Section 2.6(c), without the requirement for a specific request from the Borrower pursuant to Section 2.5(b), PNC as the
Swingline Loan Lender may make Swingline Loans to the Borrower in accordance with the provisions of the agreements between the Borrower
and such Swingline Loan Lender relating to the Borrower’s deposit, sweep and other accounts at such Swingline Loan Lender and related
arrangements and agreements regarding the management and investment of the Borrower’s cash assets as in effect from time to time
(the “Cash Management Agreements”) to the extent of the daily aggregate net negative balance in the Borrower’s
accounts which are subject to the provisions of the Cash Management Agreements. Swingline Loans made pursuant to this Section 2.6(f)
in accordance with the provisions of the Cash Management Agreements shall (i) be subject to the limitations as to aggregate amount specified
in Section 2.1(b), (ii) not be subject to the limitations as to individual amount specified in Section 2.5(b), (iii)
be payable by the Borrower, both as to principal and interest, at the rates and times specified in the Cash Management Agreements (but
in no event later than the Expiration Date), (iv) not be made at any time after such Swingline Loan Lender has received written notice
of the occurrence of an Event of Default and so long as such shall continue to exist, or, unless consented to by the Required Lenders,
a Potential Default and so long as such shall continue to exist, (v) if not repaid by the Borrower in accordance with the provisions of
the Cash Management Agreements, be subject to each Lender’s obligation pursuant to Section 2.6(e), and (vi) except as provided
in Sections 2.6(f)(i) through 2.6(f)(v), be subject to all of the terms and conditions of this Article 2.


 


2.7          Notes.
The Obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans, Swingline Loans and
Term Loans made to it by each Lender, together with interest thereon, shall be evidenced by a revolving credit Note, a swing Note
and a term Note, dated the Funding Date payable to the order of such Lender in a face amount equal to the Revolving Credit
Commitment, Swingline Loan Commitment or Term Loan Commitment, as applicable, of such Lender.


 






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2.8         
Letter of Credit Subfacility.


 


(a)          
Issuance of Letters of Credit. The Borrower or any other Loan Party may at any time prior to the Expiration Date request
the issuance of a letter of credit (each, a “Letter of Credit”) for its own account or the account of another Loan
Party or on behalf of the Borrower and either an Excluded Subsidiary or a Subsidiary of the Borrower which is not a Loan Party (in which
case the Borrower and such Excluded Subsidiaries or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit)
or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan
Party deliver or transmit electronically to the Issuing Lender (with a copy to the Administrative Agent) a completed application for letter
of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time
by no later than 10:00 a.m. Eastern Time at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender,
in advance of the proposed date of issuance. Each Letter of Credit shall be a Standby Letter of Credit (and may not be a Commercial Letter
of Credit). The Borrower or any Loan Party shall authorize and direct the Issuing Lender to name the Borrower or any Loan Party or any
Subsidiary as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter
of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit application and if not, the Issuing Lender will provide the Administrative Agent with
a copy thereof. As of the Funding Date, each of the Existing Letters of Credit (to the extent then outstanding) shall constitute, for
all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.


 


(i)                  Unless
the Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) day prior to
the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Article
7 is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders
specified in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue the
proposed Letter of Credit or agree to such amendment or extension; provided that each Letter of Credit shall (A) have a
maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than the Expiration Date;
and provided, further, that in no event shall (1) the Letter of Credit Obligations exceed, at any one time,
$15,000,000 (the “Letter of Credit Sublimit”) or (2) the Revolving Facility Usage exceed, at any one time,
the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall
be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Article
7 after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of
any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also
deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon the
request of the Administrative Agent, (x) if any Issuing Lender has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in a Letter of Credit Borrowing, or (y) if, on the Expiration Date, any Letter of Credit
Obligation for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then outstanding
amount of all Letter of Credit Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing
Lender and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this
Agreement.


 






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(ii)                
Notwithstanding Section 2.8(a)(i), the Issuing Lender shall not be under any obligation to issue any Letter of Credit if
(A) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender
from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the
force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain
from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect
to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder)
not in effect on the Funding Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable
on the Funding Date and which the Issuing Lender in good faith deems material to it, (B) the issuance of the Letter of Credit would violate
one or more policies of the Issuing Lender applicable to letters of credit generally or (C) any Lender is at that time a Defaulting Lender,
unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender
(in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure
(after giving effect to Section 5.15(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 Issuing Lender Obligations as to which the Issuing Lender has actual or potential
Fronting Exposure, as it may elect in its sole discretion.


 


(b)         
Letter of Credit Fees. The Borrower shall pay (i) to the Administrative Agent for the ratable account of the Lenders
a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for Letters of Credit times the daily amount available
to be drawn under each Letter of Credit (it being understood and agreed that in no event shall the fee under this Section 2.8(b)(i)
in respect of any Letter of Credit be less than the Administrative Agent’s minimum fee in effect from time to time), and (ii) to
the Issuing Lender for its own account a fronting fee equal to 0.125% per annum on the daily amount available to be drawn under each Letter
of Credit. All Letter of Credit Fees and fronting fees shall be computed on the basis of a year of three hundred sixty (360) days and
actual days elapsed and shall be payable quarterly in arrears on each Payment Date following issuance of each Letter of Credit. The Borrower
shall also pay to the Issuing Lender for the Issuing Lender’s sole account the Issuing Lender’s then-in-effect customary fees
and administrative expenses payable with respect to the Letters of Credit as the Issuing Lender may generally charge or incur from time
to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration
of Letters of Credit.


 


(c)           Disbursements,
Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder
in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and
the amount of such drawing, respectively.


 






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(i)                 
In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender
will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such notice, the Borrower
shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”)
the Issuing Lender prior to 12:00 noon on each date that an amount is paid by the Issuing Lender under any Letter of Credit (each such
date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal
to the amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender (through the Administrative
Agent) for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing Date, the Administrative Agent will
promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Lenders
under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion
of the Revolving Credit Commitment and subject to the conditions specified in Section 7.3 other than any notice requirements.
Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 2.8(c)(i) may be oral if immediately
confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect
of such notice.


 


(ii)               
Each Lender shall upon any notice pursuant to Section 2.8(c)(i) make available to the Administrative Agent for the
account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon
the participating Lenders shall (subject to Section 2.8(c)) each be deemed to have made a Revolving Credit Loan under the
Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the Administrative Agent for the
account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. Eastern Time on
the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date
on which such Lender makes such payment (A) at a rate per annum equal to the Effective Federal Funds Rate during the first three (3) days
following the Drawing Date and (B) at a rate per annum equal to the rate applicable to Revolving Credit Loans under the Base Rate Option
on and after the fourth day following the Drawing Date. The Administrative Agent and the Issuing Lender will promptly give notice (as
described in Section 2.8(c)(i) above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing
Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall
not relieve such Lender from its obligation under this Section 2.8(c)(ii).


 


(iii)               With
respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in
whole or in part as contemplated by Section 2.8(c)(i), because of the Borrower’s failure to satisfy the conditions
specified in Section 7.3 other than any notice requirements, or for any other reason, the Borrower shall be deemed to
have incurred from the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such
drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the
rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment to the
Administrative Agent for the account of the Issuing Lender pursuant to this Section 2.8(c) shall be deemed to be a payment in
respect of its participation in such Letter of Credit Borrowing (each, a “Participation Advance”) from such
Lender in satisfaction of its participation obligation under this Section 2.8(c).


 






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(d)         
Repayment of Participation Advances.


 


(i)                
Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from
the Borrower (A) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any
Lender has made a Participation Advance to the Administrative Agent, or (B) in payment of interest on such a payment made by the
Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the
same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative
Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make
a Participation Advance in respect of such payment by the Issuing Lender.


 


(ii)               
If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian,
or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account
of the Issuing Lender pursuant to this Section 2.8 in reimbursement of a payment made under any Letter of Credit or interest or
fees thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of
the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the
date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to
the Effective Federal Funds Rate in effect from time to time.


 


(e)         
Documentation. Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application and agreement for
letters of credit and the Issuing Lender’s written regulations and customary practices relating to letters of credit, though such
interpretation may be different from such Loan Party’s own. In the event of a conflict between such application or agreement and
this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct,
the Issuing Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any
Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.


 


(f)           Determinations
to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary
thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered
under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of
Credit.


 






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(g)         
Nature of Participation and Reimbursement Obligations. Each Lender’s obligation in accordance with this Agreement
to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.8(c), as a result of a drawing
under a Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit, shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.8
under all circumstances, including the following circumstances:


 


(i)                 
any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender or any of its
Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or
any of its Affiliates, any Lender or any other Person for any reason whatsoever;


 


(ii)               
the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions
specified in Sections 2.1, 2.5, 2.6 or 7.3 or as otherwise specified in this Agreement for the making
of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing
and the obligation of the Lenders to make Participation Advances under Section 2.8(c);


 


(iii)               
any lack of validity or enforceability of any Letter of Credit;


 


(iv)               
any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit,
or the existence of any claim, set-off, recoupment, counterclaim, cross claim, defense or other right which any Loan Party or any Lender
may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof
(or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person, whether
in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction
between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);


 


(v)               
the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of
or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or
the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Issuing Lender or any
of its Affiliates has been notified thereof;


 






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(vi)           payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate
or other document which does not comply with the terms of such Letter of Credit;


 


(vii)          the
solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction
or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of
any property or services relating to a Letter of Credit;


 


(viii)         any
failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless
the Issuing Lender has received written notice from such Loan Party of such failure within three (3) Business Days after the Issuing
Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material and
no drawing has been made thereon prior to receipt of such notice;


 


(ix)            any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;


 


(x)             any
breach of this Agreement or any other Loan Document by any party thereto;


 


(xi)            the
occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;


 


(xii)           the
fact that an Event of Default or a Potential Default shall have occurred and be continuing;


 


(xiii)         the
fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and


 


(xiv)        
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.


 






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(h)               Liability
for Acts and Omissions. As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such Loan
Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such
Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be responsible for any of the
following, including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the
application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or its Affiliates shall have been notified thereof);
(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such
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; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such
Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any
other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or
among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in
cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of the Issuing Lender or its Affiliates, as applicable,
including any act or omission of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any of
the Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing
Lender from liability for the Issuing Lender’s gross negligence or willful misconduct in connection with actions or omissions
described in such clauses (i) through (viii) of such sentence. Notwithstanding the foregoing, in no event shall the Issuing Lender
or its Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or
expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a
Letter of Credit.


 


Without limiting the generality
of the foregoing, the Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith
by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii)
may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the
relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant
to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the
same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or its Affiliate;
(iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement
(even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure
of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or
negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may
settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s
request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each, an “Order”)
and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other
documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.


 


In furtherance and extension
and not in limitation of the specific provisions specified above, any action taken or omitted by the Issuing Lender or its Affiliates
under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted
in good faith, shall not put the Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender.


 






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ARTICLE
3


TERM
LOANS


 


3.1             
Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein
specified, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrower on the Funding Date in
such principal amount as the Borrower shall request up to, but not exceeding, such Lender’s Term Loan Commitment.


 


3.2             
Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms.


 


(a)              
The obligations of each Lender to make Term Loans to the Borrower shall equal its Ratable Share of the requested Term Loan; provided
that no Lender’s Term Loan to the Borrower shall exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan
shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender
hereunder. The Lenders shall have no obligation to make Term Loans hereunder after the Funding Date, and any portion of the Term Loan
Commitment not drawn on the Funding Date shall automatically expire. The Term Loan Commitments are not revolving credit commitments, and
the Borrower shall not have the right to borrow, repay and reborrow under Section 3.1.


 


(b)              
The Borrower shall repay to the applicable Lenders the aggregate principal amount of all Term Loans outstanding on the following
dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of voluntary
and mandatory prepayments in accordance with the order of priority set forth in Section 5.2 and Section 5.3):


 
	Date	 	Amount
	December
                                            31, 2021	 	$	1,875,000
	March
                                            31, 2022	 	$	1,875,000
	June
                                            30, 2022	 	$	1,875,000
	September
                                            30, 2022	 	$	1,875,000
	December
                                            31, 2022	 	$	1,875,000
	March
                                            31, 2023	 	$	1,875,000
	June
                                            30, 2023	 	$	1,875,000
	September
                                            30, 2023	 	$	1,875,000
	December
                                            31, 2023	 	$	1,875,000
	March
                                            31, 2024	 	$	1,875,000
	June
                                            30, 2024	 	$	1,875,000
	September
                                            30, 2024	 	$	1,875,000
	December
                                            31, 2024	 	$	1,875,000
	March
                                            31, 2025	 	$	1,875,000
	June
                                            30, 2025	 	$	1,875,000
	September
                                            30, 2025	 	$	1,875,000
	December
                                            31, 2025	 	$	1,875,000
	March
                                            31, 2026	 	$	1,875,000
	June
                                            30, 2026	 	$	1,875,000


 


provided, however,
that the final principal repayment installment of the Term Loans shall be repaid on the Term Loan Maturity Date and in any event shall
be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date.


 






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ARTICLE
4


INTEREST RATES


 


4.1             
Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans
as selected by it from the Base Rate Option or LIBOR Rate Option specified below applicable to the Revolving Credit Loans, the Terms Loans,
or the Swingline Loans, respectively, it being understood that, subject to the provisions of this Agreement, the Borrower may select different
Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and
may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche;
provided that there shall not be at any one time outstanding more than six (6) Borrowing Tranches of Revolving Credit Loans or
more than six (6) Borrowing Tranches of Term Loans; provided, further, that if an Event of Default exists and is continuing,
the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing
Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option, subject to the
obligation of the Borrower to pay any indemnity under Section 5.10 in connection with such conversion. If at any time the designated
rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s
Loan shall be limited to such Lender’s highest lawful rate.


 


(a)              
Revolving Credit Interest Rate Options. The Borrower shall have the right to select from the following Interest Rate Options
applicable to the Revolving Credit Loans:


 


(i)               Revolving
Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of three hundred sixty-five (365) or three
hundred sixty-six (366) days, as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest
rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or


 


(ii)             
Revolving Credit LIBOR Rate Option: A rate per annum (computed on the basis of a year of three hundred sixty (360) days
and actual days elapsed) equal to the LIBOR Rate as determined for each applicable Interest Period plus the Applicable Margin.


 


(b)              
Swingline Loan Interest Rate. Subject to Section 4.3, only the Base Rate Option applicable to Revolving Credit Loans
shall apply to the Swingline Loans.


 


(c)              
Term Loan Interest Rate Options. The Borrower shall have the right to select from the following Interest Rate Options applicable
to the Term Loans:


 


(i)                 Term
Loan Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of three hundred sixty-five (365) or three
hundred sixty- six (366) days, as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such
interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or


 






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(ii)             
Term Loan LIBOR Rate Option: A rate per annum (computed on the basis of a year of three hundred sixty (360) days and actual
days elapsed) equal to the LIBOR Rate as determined for each applicable Interest Period plus the Applicable Margin.


 


(d)              
Rate Quotations. The Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be delivered
to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative
Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.


 


4.2             
Interest Periods. At any time when the Borrower shall select, convert to or renew a LIBOR Rate Option, the Borrower shall
notify the Administrative Agent thereof at least three (3) Business Days prior to the effective date of such LIBOR Rate Option by delivering
a Loan Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding
sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option:


 


(a)              
Amount of Borrowing Tranche. Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples
of, and not less than, the respective amounts specified in Section 2.5(a); and


 


(b)              
Renewals. In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest
Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.


 


4.3             
Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such
Event of Default shall have been cured or waived, at the discretion of the Administrative Agent or upon written demand by the Required
Lenders to the Administrative Agent (or automatically in the case of an Event of Default under Section 10.1(a)(i)):


 


(a)              Letter
of Credit Fees, Interest Rate. The Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant to
Section 2.8(b) or Section 4.1, respectively, shall be increased by 2.0% per annum;


 


(b)              
Other Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to
the sum of the rate of interest applicable to Revolving Credit Loans under the Base Rate Option plus an additional 2.00% per annum from
the time such Obligation becomes due and payable until the time such Obligation is paid in full; and


 


(c)               Acknowledgment.
The Borrower acknowledges that the increase in rates referred to in this Section 4.3 reflects, among other things, the
fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are
entitled to additional compensation for such risk; and all such interest shall be payable by Borrower upon demand by Administrative
Agent.


 






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4.4             
LIBOR Rate Unascertainable; Increased Costs; Deposits Not Available; Illegality; Benchmark Replacement Setting.


 


(a)              
Unascertainable; Increased Costs; Deposits Not Available.  If, on or prior to the first day of an Interest Period:


 


(i)                
the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) (x)
that by reason of circumstances affecting the London or other applicable offshore interbank market, LIBOR Rate cannot be determined because
the LIBOR Rate is not available or published on a current basis or (y) a fundamental change has occurred in the foreign exchange or interbank
markets with respect to LIBOR (including, without limitation, changes in national or international financial, political or economic conditions
or currency exchange rates or exchange controls), or


 


(ii)             
the Required Lenders determine that for any reason in connection with any request for a LIBOR Rate Loan or a conversion thereto
or a continuation thereof that (A) Dollar deposits are not available to any Lender in connection with such LIBOR Rate Loan or being offered
to banks in the London or other applicable offshore interbank market for the amount and Interest Period of such LIBOR Rate Loan, or (B)
the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the
cost to such Lenders of funding such Loan,


 


then the Administrative Agent shall have the rights
specified in Section 4.4(c).


 


(b)              
Illegality.  If at any time any Lender shall have determined that the making, maintenance or funding of any LIBOR Rate
Loan has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application
thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), then
the Administrative Agent shall have the rights specified in Section 4.4(c).


 


(c)               Administrative
Agent’s and Lender’s Rights.  In the case of any event specified in Section 4.4(a) above, the
Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4(b)
above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific
circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other
Lenders and the Borrower.  Upon such date as shall be specified in such notice (which shall not be earlier than the date such
notice is given), the obligation of (i) the Lenders, in the case of such notice given by the Administrative Agent, or
(ii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR
Rate Loan shall be suspended (to the extent of the affected LIBOR Rate Loan or Interest Periods) until the Administrative Agent
shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative
Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous
determination no longer exist.  If at any time the Administrative Agent makes a determination under Section 4.4(a)
and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate
Option and the LIBOR Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of,
conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans.  If any Lender notifies the
Administrative Agent of a determination under Section 4.4(b), the Borrower shall, subject to the Borrower’s
indemnification Obligations under Section 5.10, as to any Loan of the Lender to which a LIBOR Rate Option applies, on
the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or
prepay such Loan in accordance with Section 5.2.  Absent due notice from the Borrower of conversion or prepayment,
such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified
date.


 






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(d)              
Benchmark Replacement Setting.


 


(i)               Announcements
Related to LIBOR. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR (the “IBA”) and
the U.K. Financial Conduct Authority, the regulatory supervisor for the IBA, announced in a public statement the future cessation or
loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month USD LIBOR tenor settings (collectively,
the “Cessation Announcements”). The parties hereto acknowledge that, as a result of the Cessation Announcements, a
Benchmark Transition Event occurred on March 5, 2021 with respect to USD LIBOR under clauses (1) and (2) of the definition of Benchmark
Transition Event below; provided, however, no related Benchmark Replacement Date occurred as of such date.


 


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


 






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


 


(iv)            
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the
Lenders of (1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election, or an Other Benchmark
Rate Election, as applicable, and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement, (3) the
effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to
paragraph (v) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election
that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.4(d),
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error
and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this Section 4.4(d).


 


(v)              
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at
any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate
(including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory
supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor
for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest
Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor
that was removed pursuant to clause (1) above either (A) is subsequently displayed on a screen or information service for a Benchmark
(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period”
for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 






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


 


(vii)         
Term SOFR Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to
the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to
the Reference Time in respect of any setting of the then-current Benchmark, then (1) the applicable Benchmark Replacement will replace
the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary
Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Document; and (2) Loans outstanding on the Secondary Term SOFR Conversion Date bearing
interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement
with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph
(vii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the
avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and
may do so in its sole discretion.


 


4.5             
Selection of Interest Rate Options. If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche
of Loans under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance
with the provisions of Section 4.2, the Borrower shall be deemed to have converted such Borrowing Tranche to the Base Rate
Option, as applicable to Revolving Credit Loans or Term Loans as the case may be, commencing upon the last day of the existing Interest
Period. If the Borrower provides any Loan Request related to a Loan at the LIBOR Rate Option but fails to identify an Interest Period
therefor, such Loan Request shall be deemed to request an Interest Period of one (1) month. Any Loan Request that fails to select an Interest
Rate Option shall be deemed to be a request for the Base Rate Option.


 






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ARTICLE
5


PAYMENTS; Taxes; Yield maintenance; ETC.


 


5.1              Payments.
All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative
Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. Eastern Time on the
date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower,
and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments
shall be made to the Administrative Agent at the Principal Office for the account of the Swingline Loan Lender with respect to the
Swingline Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans or Term Loans in U.S. Dollars
and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in
immediately available funds; provided that in the event payments are received by 11:00 a.m. Eastern Time by the
Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the
Administrative Agent, the Administrative Agent shall pay the Lenders interest at the Effective Federal Funds Rate with respect to
the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative
Agent’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the
statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement.


 


5.2             
Voluntary Prepayments.


 


(a)              
Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Loans, in whole or part,
without premium or penalty (except as provided in Section 5.13 below, in Section 5.8 and Section 5.10).
Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent by 1:00
p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans that bear
interest at the Base Rate Option and at least three (3) Business Days in the case of Loans bearing interest at the LIBOR Rate Option,
or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the following information:


 


(i)              the
date, which shall be a Business Day, on which the proposed prepayment is to be made;


 


(ii)           
a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swingline Loans;


 


(iii)           
a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which
the LIBOR Rate Option applies; and


 


(iv)            the
total principal amount of such prepayment, which shall not be less than the lesser of (A) the Revolving Facility Usage or (B) $100,000
(or if less the full outstanding amount) for any Swingline Loan or $500,000 for any Revolving Credit Loan or Term Loan.


 






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All prepayment notices
shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such
principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed
prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.2 shall be applied to the
unpaid installments of principal of the Term Loans on a pro rata basis. Except as provided in Section 4.4(c), if the
Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall
be applied (1) first to Revolving Credit Loans and then to Term Loans; and (2) after giving effect to the allocations in
clause (1) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the
LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders
under Section 5.10.


 


5.3             
Mandatory Prepayments.


 


(a)              
Sale of Assets; Recovery Events. Within five (5) Business Days of any Asset Disposition permitted by Section 9.6
or Recovery Event, the Borrower shall make a mandatory prepayment of principal on the Loans equal to the Net Cash Proceeds of such Asset
Disposition or Recovery Event, together with accrued interest on such principal amount; provided, however, that so long
as no Potential Default or Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be
applied (i) until the aggregate amount of the Net Cash Proceeds from all such Asset Dispositions or Recovery Events is in excess of $5,000,000
in any Fiscal Year, and (ii) at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the
date of such Asset Disposition or Recovery Event), to the extent such Net Cash Proceeds are reinvested in assets (excluding current assets
as classified in accordance with GAAP) within twelve (12) months after the receipt of such Net Cash Proceeds; provided that if
such Net Cash Proceeds shall not have been so reinvested, such prepayment shall be due immediately upon the expiration of the applicable
period. All prepayments pursuant to this Section 5.3(a) shall be applied as set forth in Section 5.3(d).


 


(b)              
[reserved].


 


(c)              
Indebtedness. In the event of any issuance or other incurrence of any Indebtedness (other than Indebtedness permitted by
Section 9.1), the Borrower shall, no later than one (1) Business Day after the receipt by Holdings or any of its Subsidiaries of
the Net Cash Proceeds from any such issuance or incurrence of Indebtedness, repay the Loans in an amount equal to one hundred percent
(100%) of such Net Cash Proceeds. All prepayments pursuant to this Section 5.3(c) shall be applied as set forth in Section
5.3(d).


 


(d)              
Application of Prepayments.


 


(i)                 Any
prepayments made by the Borrower pursuant to Sections 5.3(a) or 5.3(c) above shall be applied as follows: first,
to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second,
to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Lender then due and payable
pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Lender based on their respective Ratable Shares of
such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their
respective Ratable Shares of such interest and fees; fourth, to the principal balance of the Term Loans until the same shall
have been paid in full, pro rata to the Lenders based on their Ratable Shares thereof, and applied to the remaining principal
installments thereof (including the installment due on the Term Loan Maturity Date thereof) in the inverse order of scheduled
maturities; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the
Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the same shall have been paid in
full, pro rata to the Lenders based on their respective Revolving Credit Commitments and seventh, to Cash Collateralize the
Letters of Credit in an amount in cash equal to the Letter of Credit Obligations of such date plus any accrued and unpaid fees
thereon. The Revolving Credit Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made
pursuant to clauses fifth through seventh above, unless a Potential Default or an Event of Default has occurred and is
continuing and the Required Lenders so request.


 






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(ii)             
All prepayments required pursuant to this Section 5.3 shall first be applied among the Interest Rate Options to the
principal amount of the Loans subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.10,
the Borrower shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments
applied against Loans subject to a LIBOR Rate Option on any day other than the last day of the applicable Interest Period.


 


5.4             
Pro Rata Treatment of Lenders. Each borrowing of Revolving Credit Loans shall be allocated to each Lender according to its
Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower
with respect to principal, interest, Commitment Fees and Letter of Credit Fees (but excluding the Administrative Agent’s Fee and
the Issuing Lender’s fronting fee) shall (except as otherwise may be provided with respect to a Defaulting Lender and except as
provided in Sections 4.4(c) in the case of an event specified in Section 4.4, 5.8 or 5.13) be payable ratably
among the Lenders entitled to such payment in accordance with the amount of principal, interest, Commitment Fees and Letter of Credit
Fees, as specified in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of
principal, interest, fees or other amounts from the Borrower with respect to Swingline Loans shall be made by or to the Swingline Loan
Lender according to Section 2.6.(e).


 






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5.5             
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien
or other any right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment
in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than the pro-rata
share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other
Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing
them; provided that:


 


(i)                
 if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required
by Law (including court order) to be paid by the Lender or the holder making such purchase; and


 


(ii)             
the provisions of this Section 5.5 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant
to and in accordance with the express terms of the Loan Documents (including the application of funds arising from the existence of a
Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any
of its Loans or Participation Advances to any assignee or participant.


 


Each Loan Party consents to the foregoing and
agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if
such Lender were a direct creditor of each Loan Party in the amount of such participation.


 


5.6             
Administrative Agent’s Clawback.


 


(a)       Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender, prior to
the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Lender’s
Ratable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section
2.6 (a) or Section 3.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable Borrowing Tranche of Loans available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,
and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If
the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share
of the applicable Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Borrowing Tranche of Loans. Any payment by the Borrower shall be without prejudice to any claim the Borrower may
have against a Lender that shall have failed to make such payment to the Administrative Agent.


 






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


 


5.7             
Interest Payment Dates. Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on each
Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period
for those Loans and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on
mandatory prepayments of principal under Section 5.3 shall be due on the date such mandatory prepayment is due. Interest on
the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other
monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise).


 


5.8             
Increased Costs.


 


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


 


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


 


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


 


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


 


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


 






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


 


(c)              
Certificates for Reimbursement. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary
to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8(a) or
5.8(b) and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing
Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)              
Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this
Section 5.8 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section 5.8
for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Issuing Lender,
as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive
effect thereof).


 


5.9             
Taxes.


 


(a)              
Issuing Lender. For purposes of this Section 5.9, the term “Lender” includes the Issuing Lender and the
term “applicable Law” includes FATCA.


 


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


 






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(c)              
Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Official Body in accordance
with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)              
Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10)
days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section 5.9) payable or paid by such Recipient or required to be withheld or deducted from a payment
to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error.


 


(e)              
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any of the Loan Parties to do so),
(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.8(a) relating to the maintenance
of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative
Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 5.9(e).


 


(f)               
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to an Official Body pursuant to
this Section 5.9, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 






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(g)              
 Status of Lenders.


 


(i)                
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two
sentences, the completion, execution and submission of such documentation (other than such documentation specified in Section 5.9.(g)(ii)(1),
(ii)(2) and (ii)(4) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender.


 


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


 


(1)              
any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(2)              
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of
the following is applicable:


 


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


 






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(II)             
 executed originals of IRS Form W-8ECI;


 


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


 


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


 


(3)              
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals
of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax,
duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative
Agent to determine the withholding or deduction required to be made; and


 


(4)              
if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by
law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and
withhold from such payment.


 


Solely for purposes of this clause (4),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


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


 






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(h)              
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.9 (including by the payment of additional
amounts pursuant to this Section 5.9), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section 5.9 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Official Body
with respect to such refund). Such indemnifying party, upon the request of such indemnified party incurred in connection with obtaining
such refund, shall repay to such indemnified party the amount paid over pursuant to this Section 5.9(h) (plus any penalties, interest
or other charges imposed by the relevant Official Body) in the event that such indemnified party is required to repay such refund to such
Official Body. Notwithstanding anything to the contrary in this Section 5.9(h), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this Section 5.9(h) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns
(or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)                
Survival. Each party’s obligations under this Section 5.9 shall survive the resignation of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all Obligations.


 


5.10         
Indemnity. In addition to the compensation or payments required by Section 5.8 or Section 5.9, the
Borrower shall indemnify each Lender against all liabilities, losses or expenses (including any foreign exchange losses and any loss or
expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the
deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Lender sustains or incurs
as a consequence of any:


 


(a)              
payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day of
the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such
payment or prepayment is then due); or


 


(b)               attempt
by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under Section 2.5
or Section 4.2 or notice relating to prepayments under Section 5.2 or 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 Loan other than a Loan under the
Base Rate Option on the date or in the amount notified by the Borrower, or


 






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(c)              
any assignment of a Loan under the LIBOR Rate Option on a day other than the last day of the Interest Period therefor as a result
of a request by the Borrower pursuant to Section 5.13.


 


If any Lender sustains or incurs
any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender (which
determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall
deem reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice shall specify in reasonable detail the
basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice
is given.


 


5.11         
Settlement Date Procedures. In order to minimize the transfer of funds between the Lenders and the Administrative Agent,
the Borrower may borrow, repay and reborrow Swingline Loans and the Swingline Loan Lender may make Swingline Loans as provided in Section
2.1(b) hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share of
the total of the Revolving Credit Loans and the Swingline Loans (each, a “Required Share”). On such Settlement Date,
each Lender shall pay to the Administrative Agent the amount equal to the difference between its Required Share and its Revolving Credit
Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative
Agent with respect to the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing
sentence on the proposed Borrowing Dates for Revolving Credit Loans and on any mandatory prepayment date as provided for herein and may
at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative
convenience, and nothing contained in this Section 5.11 shall relieve the Lenders of their obligations to fund Revolving Credit
Loans on dates other than a Settlement Date pursuant to Section 2.1(b). The Administrative Agent may at any time at its option
for any reason whatsoever require each Lender to pay immediately to the Administrative Agent such Lender’s Ratable Share of the
outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately to such Lender
its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans.


 


5.12         
Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written
request of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize
the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 5.15(a)(iv)
and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 






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(a)             Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to
the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such
Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Obligations,
to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any
right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided, or that the total amount
of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent,
pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving
effect to any Cash Collateral provided by the Defaulting Lender).


 


(b)             Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 5.12 or Section
5.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations
in respect of Letter of Credit Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on
such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided
for herein.


 


(c)             Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s
Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 5.12 following (i) the elimination
of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination
by the Administrative Agent and the Issuing Lender that there exists excess Cash Collateral; provided that, subject to Section
5.15 the Person providing Cash Collateral and the Issuing Lender may agree that Cash Collateral shall be held to support future anticipated
Fronting Exposure or other obligations; and provided, further, that to the extent that such Cash Collateral was provided
by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to Section 5.12(a) above.


 


5.13         
Replacement of a Lender. If any Lender requests compensation under Section 5.8, or if the Borrower is required
to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.14,
or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 12.8), all of its interests, rights (other than its existing
rights to payments pursuant to Section 5.8 or Section 5.9) and obligations under this Agreement and the related Loan Documents
to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that:


 


(a)              
the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.8;


 


(b)               such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letter of
Credit Borrowings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 5.10) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts);


 






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(c)              
in the case of any such assignment resulting from a claim for compensation under Section 5.8 or payments required to be
made pursuant to Section 5.9, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)              
such assignment does not conflict with applicable law; and


 


(e)              
in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.


 


5.14         
Designation of a Different Lending Office. If any Lender requests compensation under Section 5.8, or the Borrower
is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender
pursuant to Section 5.9, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 5.8 or Section 5.9, as the case may be, in the future, and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


5.15         
Defaulting Lenders.


 


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


 


(i)               Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as specified in the definition of Required Lenders.


 






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(ii)              Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 10 or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 10.2(b) shall be applied at such time or times as may
be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender
to any Issuing Lender or Swingline Loan Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting
Exposure with respect to such Defaulting Lender in accordance with Section 5.12; fourth, as the Borrower may request
(so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so
determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x)
satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash
Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section 5.12; sixth, to the payment of any amounts
owing to the Lenders, the Issuing Lender or Swingline Loan Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, the Issuing Lender or Swingline Loan Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default or Event of Default
exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowing in respect of which such
Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were
issued at a time when the conditions specified in Section 7.3 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and Letter of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of, or Letter of Credit Borrowing owed to, such Defaulting Lender until such time as all Loans and
funded and unfunded participations in Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in
accordance with the Commitments under the applicable Facility without giving effect to Section 5.15(a)(iv). 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 5.15(a)(ii) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)           
Certain Fees.


 


(1)              
No Defaulting Lender shall be entitled to receive any Commitment Fee 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). 


 


(2)              
Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting
Lender only to the extent allocable to its Ratable Share of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 5.12.


 






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(3)              
 With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (1) or (2) above,
the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with
respect to such Defaulting Lender’s participation in Letter of Credit Obligations or Swingline Loans that has been reallocated to
such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Lender and Swingline Loan Lender, as applicable, the
amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline
Loan Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 


(iv)            
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in Letter of Credit Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Ratable Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation
does not cause the aggregate Revolving Facility Usage of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving
Credit Commitment. Subject to Section 12.12, 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.


 


(v)              
Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline
Loans in an amount equal to the Swingline Loan Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lender’s
Fronting Exposure in accordance with the procedures specified in Section 5.12.


 


(b)              
Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Swingline Loan Lender and Issuing Lender agree
in writing that a Lender is no longer 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 specified therein (which may include arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations
in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility
(without giving effect to Section 5.15(a)(iv)), whereupon such 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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(c)              
 New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Loan Lender shall
not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such
Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied
that it will have no Fronting Exposure after giving effect thereto.


 


5.16         
Maturity Extensions.


 


(a)              
Requests for Extension. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the applicable
Lenders of such request and of the Notice Date), which such notice shall not, in the case of a request for extension of the Expiration
Date, be earlier than forty-five (45) days or later than thirty-five (35) days prior to the Expiration Date then in effect hereunder (the
 “Existing Expiration Date”), request that (i) each Lender to the Revolving Credit Facility extend the Existing Expiration
Date to a date beyond the Existing Expiration Date or (ii) each Lender to the Term Loan Facility extend the Term Loan Maturity Date then
in effect hereunder (the “Existing Term Loan Maturity Date”) to a date beyond the Existing Term Loan Maturity Date.


 


(b)              
Lender Elections to Extend. Each applicable Lender, acting in its sole and individual discretion, shall, by written notice
to the Administrative Agent given by a date specified by the Administrative Agent (which such date shall not be earlier than the date
that is ten (10) days after notice is provided to the applicable Lenders, and in any event not earlier than thirty (30) days nor later
than twenty (20) days prior to the applicable Expiration Date in the case of extensions of the Expiration Date) (the “Notice
Date”), advise the Administrative Agent whether or not such Lender agrees to such extension, and each Lender that determines
not to so extend its Expiration Date or Term Loan Maturity Date (a “Non-Extending Lender”) shall notify the Administrative
Agent in writing of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does
not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any
Lender to agree to such extension shall not obligate any other Lender to so agree.


 


(c)               Notification
by Administrative Agent. The Administrative Agent shall notify the Borrower in writing of each Lender’s determination under
this Section 5.16 promptly, but in no event later than two (2) Business Days after the Notice Date. Upon receipt of the responses
of the applicable Lenders, the Administrative Agent and the Borrower shall determine the date upon which the relevant extension, if applicable,
shall be effective (the “Extension Effective Date”), which such date shall not (unless agreed by the relevant Lenders
and the Administrative Agent) be earlier than ten (10) days after the Notice Date.


 


(d)               Additional
Commitment Lenders. The Borrower shall have the right on or before the Existing Expiration Date or Existing Term Loan Maturity
Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more
Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (and,
with respect to prospective Additional Commitment Lenders under the Revolving Credit Facility, the Swingline Loan Lender and the
Issuing Lender), each of which approvals shall not be unreasonably withheld. Each Additional Commitment Lender shall have entered
into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional
Commitment Lender shall, effective as of the Extension Effective Date, undertake either (i) a Revolving Credit Commitment (and, if
any such Additional Commitment Lender is already a Lender under the Revolving Credit Facility, its Revolving Credit Commitment shall
be in addition to such Lender’s Revolving Credit Commitment hereunder on such date) or (ii) Term Loans under the Term Loan
Facility, in each case in replacement of the applicable Non-Extending Lender, and shall have purchased such Non-Extending Lenders
outstanding Loans at par, and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of
this Agreement under the applicable facility.


 






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(e)              
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Expiration Date or the Term
Loan Maturity Date pursuant to this Section 5.16 shall only be effective with respect to any Lender on the Extension Effective
Date if:


 


(i)                in
the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed
so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall
be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;


 


(ii)             
in the case of any proposed extension of the Term Loan Maturity Date, the total of the outstanding Term Loans of the Lenders that
have agreed so to extend the Term Loan Maturity Date shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately
prior to the Extension Effective Date;


 


(iii)           
as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other
Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality
or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except
that for purposes of this Section 5.16, the representations and warranties contained in Section 6.6 shall be deemed to refer
to the most recent statements furnished pursuant to Section 8.11 (and the Borrower and each other Loan Party shall be deemed to
have made all such representations and warranties on the proposed Extension Effective Date);


 


(iv)            
no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect
thereto;


 


(v)              
the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation,
a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably
requested by Administrative Agent in connection with any such extension;


 






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(vi)            on or before the Expiration Date or Term Loan Maturity Date of each Non-Extending Lender (A) the Borrower shall have paid in full
the principal of and interest on all of the Loans made by such Non-Extending Lender to the Borrower hereunder and (B) the Borrower shall
have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood
that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall
be deemed terminated on the then-existing Expiration Date or Term Loan Maturity Date and such Non-Extending Lender shall no longer be
a “Lender” hereunder); and


 


(vii)         
if such extension is being effectuated in accordance with the last paragraph of Section 12.1 pursuant to which the terms
of such extended Loans or Commitments are being amended, an amendment entered into by the parties required by such provision shall have
become effective.


 


5.17         
Incremental Loans.


 


At any time, the Borrower
may by written notice to the Administrative Agent elect to request the establishment of:


 


(a)              
one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”)
to (i) increase the outstanding principal amount of the outstanding Term Loans or (ii) establish one or more additional term loan tranches
(any such increase or additional term loan, an “Incremental Term Loan”); or


 


(b)               one
or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit
Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan
Commitments”) to make revolving credit loans under the Revolving Credit Facility (any such increase, an
 “Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental
Loans”); provided that (i) the total aggregate principal amount for all such Incremental Loan Commitments
shall not (as of any date of incurrence thereof) exceed the Incremental Cap and (ii) the total aggregate principal amount for
each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of
$5,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date
(each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be
effective, which shall be a date not less than twenty (20) Business Days after the date on which such notice is delivered to
Administrative Agent. The Borrower shall invite existing Lenders and may invite any Affiliate of any Lender and/or any Approved
Fund, and/or any other Person approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned
or delayed), to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”); provided
that both the Swingline Loan Lender and the Issuing Lender shall each approve each Incremental Lender providing any portion of an
Incremental Revolving Credit Commitment (such approval not to be unreasonably withheld, conditioned or delayed). Any proposed
Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its
sole discretion, to provide such Incremental Loan Commitment. No Loan or Commitment of any Lender shall be increased without the
consent of such Lender, and none of the Lead Arrangers and/or their Affiliates shall have any obligation to arrange any Incremental
Loans without its prior written agreement. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided
that:


 


(i)                
no Potential Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental
Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition consummated in connection
therewith; provided that in connection with a requested borrowing of any Incremental Term Loan for the express purposes of funding,
in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this clause
(i) shall be (x) no Potential Default or Event of Default exists or would exist at the time a binding purchase agreement for such
transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and after
giving effect to the consummation of such Limited Condition Transaction;


 






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(ii)             
the Administrative Agent and the Lenders shall have received from the Borrower a Compliance Certificate demonstrating, in form
and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants
specified in Sections 9.12 and 9.13, in each case based on the financial statements most recently delivered pursuant to
Section 8.11(a) or 8.11(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) any
Incremental Loan Commitment, (y) the making of any Incremental Loans pursuant thereto (with any Incremental Loan Commitment being
deemed to be fully drawn) and (z) any Permitted Acquisition consummated in connection therewith;


 


(iii)           
each of the representations and warranties contained in Article 6 shall be true and correct in all material respects, except
to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Change, in which case,
such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date (regardless of whether
the Incremental Loan Commitments, as applicable, are actually drawn on the Increased Amount Date) with the same effect as if made on and
as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation
and warranty shall remain true and correct as of such earlier date); provided that in connection with a requested borrowing of
any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction,
(i) such representations and warranties shall be true and correct in all material respects (except to the extent any such representation
and warranty is qualified by materiality or reference to Material Adverse Change, in which case, such representation and warranty shall
be true, correct and complete in all respects) on and as of the date of effectiveness of the definitive purchase agreement for such Limited
Condition Transaction and (ii) the representations and warranties required to be correct and accurate at the time of the closing of such
Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations;


 






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(iv)            
 the proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including
Permitted Acquisitions);


 


(v)              
any proposed Incremental Lender shall join this Agreement as a Lender pursuant to a Lender Joinder Agreement;


 


(vi)            
each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall
be secured and guaranteed with the other Obligations on a pari passu basis;


 


(1)              
in the case of each Incremental Term Loan:


 


(I)             such
Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent, the Incremental Lenders
making such Incremental Term Loan and the Borrower, but will not in any event have a shorter weighted average life to maturity than the
remaining weighted average life to maturity (as reasonably determined by the Administrative Agent) of the initial Term Loans or a maturity
date earlier than the Term Loan Maturity Date;


 


(II)            the
Applicable Margin and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the Administrative Agent, the
applicable Incremental Lenders and the Borrower on the applicable Increased Amount Date;


 


(III)          any
Incremental Lender making any Incremental Term Loan shall be entitled to the same voting rights as the existing Lenders under the Term
Loan Facility and (unless otherwise agreed by the applicable Incremental Lenders; provided that no such agreement shall allow
the Incremental Term Loans to be prepaid prior to the initial Term Loans) each Incremental Term Loan shall receive proceeds of prepayments
on the same basis as the initial Term Loans (such prepayments to be shared pro rata on the basis of the original aggregate funded amount
thereof); and


 


(IV)         
except as provided above, all other terms and conditions applicable to such Incremental Term Loan shall, except to the extent otherwise
provided in this Section 5.17, be identical to the terms and conditions applicable to the initial Term Loans;


 


(2)              
in the case of each Incremental Revolving Credit Increase:


 


(I)             such
Incremental Revolving Credit Increase shall be part of the Revolving Credit Facility, shall mature on the Expiration Date, shall
bear interest and be entitled to fees, in each case at the rate applicable to the Revolving Credit Facility, and shall otherwise be
subject to the same terms and conditions as the Revolving Credit Facility (other than with respect to the payment of any upfront
and/or arrangement fees in connection with the establishment thereof);


 






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(II)             
any Incremental Lender making any Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing
Lenders under the Revolving Credit Facility and (unless otherwise agreed by the applicable Incremental Lenders; provided that no
such agreement shall allow the Revolving Credit Commitments with respect to the Incremental Revolving Credit Increase to be terminated
prior to termination of the existing Revolving Credit Commitments) each Revolving Credit Loan funded by an Incremental Revolving Credit
Increase shall receive proceeds of prepayments on the same basis as the existing Revolving Credit Loans (such prepayments to be shared
pro rata on the basis of the original aggregate funded amount thereof); and


 


(III)          
the outstanding Revolving Credit Loans and Ratable Shares of Swingline Loans and Letter of Credit Obligations will be reallocated
by the Administrative Agent on the applicable Increased Amount Date among the Lenders to the Revolving Credit Facility (including the
Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Ratable Shares (and the Lenders
to the Revolving Credit Facility (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make
all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required).


 


(3)              
Incremental Loan Commitments shall be effected pursuant to such amendments to this Agreement and the other Loan Documents as may
be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.17, without
the consent of any other Lenders; and


 


(4)              
the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation,
a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Incremental Loans
and/or Incremental Loan Commitments) reasonably requested by Administrative Agent in connection with any such transaction.


 


(c)              
The Incremental Lenders shall be included in any determination of the Required Lenders and, unless otherwise agreed, the Incremental
Lenders will not constitute a separate voting class for any purposes under this Agreement.


 


(d)               On
any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and
conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental
Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Lender hereunder with
respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto.


 






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(e)              
On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms
and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Lender under the Revolving Credit
Facility hereunder with respect to such Incremental Revolving Credit Commitment.


 


ARTICLE
6

REPRESENTATIONS AND WARRANTIES


 


On the Funding Date and any
date thereafter on which the representations and warranties set forth herein are required to be made hereunder (or deemed to be made hereunder),
the Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each of the Lenders as follows:


 


6.1             
Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default.


 


(a)              
Each Loan Party and each Subsidiary of each Loan Party:


 


(i)             is
a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the laws
of its jurisdiction of organization;


 


(ii)             has all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties
and to engage in the business it presently conducts or currently proposes to conduct, except where the failure to do so would not reasonably
be expected to have or result in a Material Adverse Change;


 


(iii)           is duly licensed or qualified and in good standing under the laws of each jurisdiction where its ownership, lease or operations
of properties, or the conduct of its business, requires such qualification except, in each case referred to in this clause (a)(iii), to
the extent failure to do so would not reasonably be expected to have or result in a Material Adverse Change;


 


(iv)           has
full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party,
to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations, and all such actions have been duly authorized
by all necessary action and proceedings on its part;


 


(v)            is
in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.14)
in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where (i)
the failure to do so, either individually or in the aggregate, would not reasonably be expected to have or result in a Material
Adverse Change or (ii) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted;


 






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(vi)           has
good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease
or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances other than Permitted
Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to have or result
in a Material Adverse Change; and


 


(vii)         
has procured all material import, export or other licenses, permits or certificates for the import or handling of any goods or
other Collateral imported or handled in the Ordinary Course of Business and such licenses permits or certificates are in effect, and the
Loan Parties and their respective Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation
of any goods or Collateral, except where such noncompliance, non-procurement or non-effectiveness could not reasonably be expected to
have or result in a Material Adverse Change.


 


(b)              
No Event of Default or Potential Default has occurred and is continuing or would result from the performance by any Loan Party
of its Obligations.


 


6.2             
Loan Parties; Subsidiaries and Owners; Investment Companies. All of the Equity Interests in each Loan Party outstanding
have been duly authorized and validly issued and are fully paid and non-assessable (to the extent that the jurisdiction of formation of
such entity has such concepts). Set forth on Schedule 6.2 is the following information, which is true and complete in all respects
as of the Closing Date and as of the last date such Schedule 6.2 was required to be updated in accordance with Section 8.12(j):
(a) the name of Holdings, each of Holdings’ Subsidiaries, its jurisdiction of organization and the amount, percentage and type of
Equity Interests in such Subsidiary, (b) the name of each holder of a Subsidiary Equity Interest in each subsidiary, and the amount
thereof, and (c) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a)
or (b). Holdings and each Subsidiary of Holdings has good and marketable title to all of the Equity Interests in its Subsidiaries
that it purports to own, free and clear in each case of any Lien and all such Equity Interests have been duly authorized and validly issued,
and are fully paid and nonassessable (to the extent that the jurisdiction of formation of such Person has such concepts). No Loan Party
has any equity investment in another entity not disclosed on Schedule 6.2. None of the Loan Parties or Subsidiaries of any Loan
Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under
the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940.


 


6.3              Validity
and Binding Effect. This Agreement has been, and each of the other Loan Documents when delivered will have been, (a) duly
authorized, validly executed and delivered by each Loan Party, and (b) constitutes, or will constitute, legal, valid and binding
obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan Party in accordance with its
terms, except as the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium
and other applicable Laws affecting creditors’ rights generally and by the application of general equitable principles
(whether considered in proceedings at law or in equity).


 






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6.4             
No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents
by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (a) the terms and conditions
of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited
liability company agreement or other organizational documents of any Loan Party or (b) any applicable Law or any material agreement
or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which
it or any of its Subsidiaries is bound or to which it is subject or by which it is affected, or result in the creation or enforcement
of any Lien whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted
under the Loan Documents). There is no default by any Loan Party or any of its Subsidiaries under any such material agreement (referred
to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in
any organization document, or any requirement of Law which, in each instance, would reasonably be expected to have or result in a Material
Adverse Change. No consent, approval, exemption, order or authorization of, or a registration or filing with, or notice to, any Official
Body or any other Person is required by any applicable Law or any agreement in connection with the execution, delivery and performance
by any Loan Party of this Agreement and the other Loan Documents, except such as has been obtained or issued or are necessary to perfect
Liens created pursuant to the Loan Documents. All necessary import, export or other licenses, permits or certificates for the import or
handling of any goods or other Collateral have been procured and are in effect, and the Loan Parties and Subsidiaries have complied with
all applicable foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where the failure
to procure, maintain, or comply would not reasonably be expected to have or result in a Material Adverse Change.


 


6.5             
Litigation. There are no actions, suits, claims, proceedings or investigations pending or, to the knowledge of any Loan
Party, threatened in writing against such Loan Party or any Subsidiary of such Loan Party or any of their properties at law or in equity
before any Official Body which (a) individually or in the aggregate would reasonably be expected to result in any Material Adverse Change
or (b) purport to affect the legality, validity, binding effect or enforceability of any aspect of this Agreement or any other Loan Document.
None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official
Body which would reasonably be expected to result in any Material Adverse Change.


 


6.6             
Financial Statements.


 


(a)               Historical
Statements. Holdings has delivered to the Administrative Agent copies of its audited consolidated year-end balance sheet,
statement of income or operations, shareholders’ equity and cash flows, for and as of the end of the Fiscal Year ended
December 31, 2020. In addition, Holdings has delivered to the Administrative Agent copies of its unaudited consolidated interim
balance sheet, statement of income or operations, shareholders’ equity and cash flows, as of the end of the Fiscal Quarter
ended March 31, 2021 (all such annual and interim statements being collectively referred to as the “Statements”).
The Statements present fairly in all material respects the consolidated financial position of Holdings and its Subsidiaries as of
the respective dates thereof and the results of operations for the fiscal periods then ended in accordance with GAAP consistently
applied throughout the period covered thereby, subject (in the case of the interim statements) only to normal year-end audit
adjustments and the absence of footnotes.


 






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(b)              
Financial Projections. The Borrower has delivered to the Administrative Agent a summary of projected financial statements
(including, without limitation, statements of operations together with a detailed explanation of the assumptions used in preparing such
projected financial statements) of Holdings and its Subsidiaries for the period from the Closing Date through July 23, 2026 derived from
various assumptions of the Loan Parties’ management (the “Projections”). The Projections represent a reasonable
range of possible results in light of the history of the business, present and foreseeable conditions and the intentions of Holdings’
management, it being understood that such Projections are (i) as to future events and not to be viewed as facts, (ii) are subject to significant
uncertainties and contingencies, many of which are beyond the Loan Parties’ control, and (iii) no assurance can be given that the
Projections will be realized.


 


6.7             
No Material Adverse Change. Since December 31, 2020, there has been no event or circumstance that has had or would reasonably
be expected to have or result in a Material Adverse Change.


 


6.8             
Margin Stock. None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or
as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing
or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System).
No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or which is inconsistent with the provisions
of the regulations of the Board of Governors of the Federal Reserve System. None of the Loan Parties or any Subsidiary of any Loan Party
holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any Loan Party or Subsidiary
of any Loan Party are or will be represented by margin stock.


 


6.9              Full
Disclosure. The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to
which any Loan Party or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Change. None of the reports, financial statements, certificates or other
information furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished),
taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided that,
with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered
prior to the Closing Date, as of the Closing Date (it being understood that forecasts and projections are subject to contingencies
and no assurance can be given that any forecast or projection will be realized).


 






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6.10         
Taxes. All federal and state income tax returns and all other material tax returns required by Law to have been filed with
respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for
the payment of all federal and state income taxes and all other material taxes, fees, assessments and other governmental charges which
have or may become due pursuant to said returns or otherwise levied or imposed upon them, their properties, income or assets which are
due and payable, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate
proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP, shall
have been made.


 


6.11         
Intellectual Property. Each Loan Party and each Subsidiary owns or has the lawful right to use all Intellectual Property
used in its business, without conflict with any rights of others that would reasonably be expected to have or result in a Material Adverse
Change. Except as disclosed on Schedule 6.11, there are no pending or, to any Loan Party’s knowledge, threatened Intellectual
Property Claims with respect to any Loan Party, any Subsidiary or any of their property (including any Intellectual Property) that has
resulted or could reasonably be expected to result in liability of a Loan Party with respect to any such Intellectual Property Claim in
excess of $3,000,000. Except as disclosed on Schedule 6.11, no Loan Party nor any Subsidiary pays or owes any Royalty or other
compensation to any Person with respect to any Intellectual Property except for Royalties and compensation paid or owed in connection
with off-the-shelf software used in the Ordinary Course of Business or Royalties and compensation paid or owed in an amount less than
$5,000,000 through the Term Loan Maturity Date. Set forth on Schedule 6.11 as of the Closing Date and as of the last date such
Schedule 6.11 was required to be updated in accordance with Section 8.12(j) are all registered trademarks, owned common
law trademarks material to the business of the Loan Parties, taken as a whole, trademark applications, patents, patent applications, registered
copyrights owned or licensed and registered designs as the case may be, by any Loan Party.


 


6.12         
Ownership of Property; Liens in the Collateral.


 


(a)              
Each Loan Party and its Subsidiaries has good record and marketable title in fee simple to all real property owned by such Loan
Party or Subsidiary, or valid leasehold interests in all real property leased by such Loan Party or Subsidiary, except for such defects
in title or leasehold interest as would not reasonably be expected to have or result in a Material Adverse Change.


 


(b)              
The Liens in the Collateral granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral
Documents constitute and will continue to constitute first priority, perfected security interests, except in the case of (i) Permitted
Liens, to the extent any such Permitted Liens would have priority over Liens in favor of the Administrative Agent pursuant to any applicable
Law and (ii) Liens perfected only by possession, to the extent the Administrative Agent has not obtained or does not maintain possession
of such Collateral.


 






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6.13           Insurance. The properties of each Loan Party and each of its Subsidiaries are insured pursuant to policies and other bonds
which are valid and in full force and effect and which provide coverage from reputable and financially sound insurers which are not Affiliates
of any Loan Party in amounts, subject to deductibles and self-insurance retentions and covering such assets and risks, which are customarily
maintained by comparable companies engaged in the same business as such Loan Party and its Subsidiaries in the locations where the applicable
Loan Party conducts business.


 


6.14         
ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code
and other federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received from the IRS
a favorable determination or opinion letter, which has not by its terms expired, that such Plan is so qualified, or such Plan is entitled
to rely on an IRS advisory or opinion letter with respect to an IRS-approved master and prototype or volume submitter plan, or a timely
application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best
knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower and each member of
the ERISA Group have made all required contributions to each Pension Plan subject to Sections 412 or 430 of the Code, and no application
for a funding waiver or an extension of any amortization period pursuant to Sections 412 or 430 of the Code has been made with respect
to any Pension Plan.


 


(b)       There
are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Official Body, with
respect to any Plan that could reasonably be expected to result in a Material Adverse Change. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to have
or result in a Material Adverse Change.


 


(c)       Except
as would not reasonably be expected to have or result in a Material Adverse Change (i) No ERISA Event has occurred or is reasonably expected
to occur; (ii) no Pension Plan has any unfunded pension liability (i.e., excess of benefit liabilities over the current value of that
Pension Plan’s assets, determined pursuant to the assumptions used for funding the Pension Plan for the applicable plan year in
accordance with Section 430 of the Code); (iii) neither Borrower nor any member of the ERISA Group 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); (iv) neither Borrower nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability
(and, to the knowledge of the Loan Parties, no event has occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 of ERISA, with respect to a Multiemployer Plan; (v) neither Borrower nor any member
of the ERISA Group has received notice pursuant to Section 4242(a)(1)(B) of ERISA that a Multiemployer Plan is in reorganization and that
additional contributions are due to the Multiemployer Plan pursuant to Section 4243 of ERISA; (vi) neither Borrower nor any member of
the ERISA Group has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA; and (vii) no Pension Plan or
Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and, to the knowledge of the Loan Parties, no
event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title
IV of ERISA to terminate any Pension Plan or Multiemployer Plan.


 






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6.15         
 Environmental Matters.


 


(a)       Except
as disclosed on Schedule 6.15, each Loan Party is, and for the past five (5) years has been, in material compliance with applicable
Environmental Laws.  The matters described on Schedule 6.15 could not reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Change.


 


(b)       Neither
any Loan Party or any of its Subsidiaries nor, to the knowledge of Borrower, any other Person has caused any release of any Hazardous
Materials at or from properties owned, lease or operated by any Loan Party in violation of or in a manner that could give rise to liability
under applicable Environmental Laws that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Change.


 


(c)       No
Loan Party nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws that, if adversely determined, could
reasonably be expected, individually or in the aggregate to, result in a Material Adverse Change, nor does any Loan Party have knowledge
that any such notice will be received or is being threatened.


 


(d)       No
judicial proceedings or governmental or administrative action is pending, or to the knowledge of the Borrower, threatened, under any Environmental
Law to which any Loan Party or any of its Subsidiaries are or will be named as a potentially responsible party, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding
under any applicable Environmental Law with respect to any Loan Party or any of its Subsidiaries or operations conducted in connection
therewith that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.


 


(e)       To
the knowledge of the Borrower, no Loan Party nor any of its Subsidiaries has arranged for disposal of any Hazardous Material in violation
of or in a manner or location that could result liability under any applicable Environmental Law that could reasonably be expected to
result in a Material Adverse Change.


 


6.16         
Solvency. On the Funding Date and after giving effect to the initial Loans hereunder, each of the Loan Parties is Solvent.


 


6.17         
Sanctions and other Anti-Terrorism Laws. No: (a) Covered Entity: (i) is a Sanctioned Person, nor any employees, officers,
directors, affiliates, consultants, brokers or agents acting on a Covered Entity’s behalf in connection with this Agreement is a
Sanctioned Person; (ii) directly, or, to the knowledge of the Loan Parties indirectly through any third party, engages in any transactions
or other dealings with any Sanctioned Person or Sanctioned Jurisdiction, or which otherwise are prohibited by any Laws of the United States
or laws of other applicable jurisdictions relating to economic sanctions and other Anti-Terrorism Laws; (b) Collateral is Embargoed Property.


 






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6.18         
 Anti-Corruption Laws. Each Covered Entity (a) is in compliance with all Anti-Corruption Laws in all material respects and
(b) has instituted and maintains policies and procedures designed to promote and achieve compliance with such Anti-Corruption Laws.


 


6.19         
Certificate of Beneficial Ownership. To the knowledge of the Borrower, the Certificate of Beneficial Ownership executed
and delivered to the Administrative Agent and Lenders for the Borrower on or prior to the date of this Agreement, as updated from time
to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update
is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Loan Documents.


 


6.20         
No Affected Financial Institutions. None of Holdings or
any Subsidiary is an Affected Financial Institution.


 


6.21         
Surety Obligations. No Loan Party or Subsidiary is obligated as surety or indemnitor under any bond or other contract that
assures payment or performance of any obligation of any Person, except as permitted hereunder or as set forth on Schedule 6.21.


 


6.22         
Subordination of Subordinated Debt. The Revolving Credit
Loans, the Term Loans and all other Obligations of the Loan Parties to the Lenders and the Administrative Agent under this Agreement and
all other Loan Documents, and all amendments, modifications, extensions, renewals, refinancings or refundings of any of the foregoing,
constitute “Senior Indebtedness”, “Senior Debt”, “Designated Senior Indebtedness” or any similar designation
under and as defined in any agreement governing any Permitted Subordinated Indebtedness of the Borrower and the subordination provisions
set forth in each such agreement are legally valid and enforceable against the parties thereto, except as the enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other applicable Laws affecting creditors’ rights
generally and by the application of general equitable principles (whether considered in proceedings at law or in equity).


 


6.23         
No Casualty. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any
fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public
enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, would reasonably be expected
to have or result in a Material Adverse Change.


 


ARTICLE
7

CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT


 


7.1             
Conditions to Effectiveness. This Agreement shall not become effective until the date on which each of the following conditions
is satisfied:


 


(a)              
Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance
satisfactory to the Administrative Agent:


 


(i)                
this Agreement duly executed by the parties hereto; and


 






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(ii)             
 a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date certifying that (A) no Event
of Default or Potential Default has occurred and is continuing and (B) no Material Adverse Change has occurred since December 31, 2020
(and the Administrative Agent and Required Lenders shall not have otherwise determined).


 


(b)              
Termination Date. The Termination Date shall not have occurred.


 


(c)              
Payment of Fees. The Borrower shall have paid all fees and expenses payable on or before the Closing Date as required by
this Agreement, the Administrative Agent’s Letter or any other Loan Document.


 


Without limiting the generality of the provisions
of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified in this Section
7.1, 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.


 


7.2             
Conditions to Funding Date. The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit
hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making
of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:


 


(a)              
Deliveries. On the Funding Date (or at such other time as provided in this Section 7.2), the Administrative Agent
shall have received each of the following in form and substance satisfactory to the Administrative Agent:


 


(i)                
a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Funding Date stating that (A) the Loan Parties
are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (B) no Material Adverse Change has
occurred since December 31, 2020 (and the Administrative Agent and Required Lenders shall not have otherwise determined), (C) there is
no action, suit, investigation or proceeding pending, or to the knowledge of the Borrower, threatened in any court or before any arbitrator
or Official Body that would reasonably be expected to have or result in a Material Adverse Change, and (D) the conditions stated in this
Section 7.2 and Section 7.3 have been satisfied;


 


(ii)              a
certificate dated the Funding Date and signed by an Authorized Officer or Secretary of each of the Loan Parties, certifying as
appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the
other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority
and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its
organizational documents as in effect on the Funding Date, to the extent applicable, certified as of a sufficiently recent date
prior to the Funding Date by the appropriate state official where such documents are filed in a state office together with
certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and
qualification to engage in its business of each Loan Party in the state of its organization;


 






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(iii)           
to the extent not delivered on the Funding Date, each of the Loan Documents duly executed by the parties thereto;


 


(iv)            written
opinion(s) of counsel for the Loan Parties, dated the Funding Date and in form and substance satisfactory to the Administrative Agent;


 


(v)             on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance, including flood insurance, if applicable,
required to be maintained under this Agreement is in full force and effect, with the Administrative Agent indicated as additional insured
and lender loss payable, as applicable;


 


(vi)            a
duly completed Compliance Certificate as of the last day of the Fiscal Quarter of Holdings most recently ended prior to the Funding Date,
signed by an Authorized Officer of the Borrower, together with reasonably detailed calculations attached thereto demonstrating that,
after giving effect to the incurrence of Loans on the Funding Date and the Transactions on a Pro Forma Basis, (A) the Consolidated Total
Net Leverage Ratio does not exceed 2.75 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12.


 


(vii)         
all material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document
and the enforceability of any Loan Document against such Loan Party, certified by an Authorized Officer that each is in full force and
effect and none other is so required or necessary;


 


(viii)       
evidence that all Indebtedness not permitted under Section 9.1 shall have been paid in full and that all necessary termination
statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory
arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to
the Administrative Agent);


 


(ix)            
receipt by the Administrative Agent of the following:


 


(A)       searches
of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party;


 


(B)       Uniform
Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable
discretion, to perfect the Administrative Agent’s security interest in the Collateral;


 


(C)
        subject to Section 8.14(b), all certificates evidencing any certificated Equity
Interests pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly
executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign
Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the
jurisdiction of organization of such Person);


 






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(D)       searches
of ownership of, and Liens on, United States registered intellectual property owned by each Loan Party in the appropriate governmental
offices; and


 


(E)        duly
executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative
Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual
property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and Trademark Office or
the United States Copyright Office by such filings).


 


(x)           
a certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving
effect to the transactions contemplated by this Agreement;


 


(xi)          
the Statements and the Projections;


 


(xii)         
evidence that (A) the Holdings IPO has occurred or will occur substantially concurrently with the initial funding of the Facilities
and (B) Holdings shall have made a cash equity contribution to the Borrower with the net proceeds of the Holdings IPO in an aggregate
amount of at least $100,000,000 (the “Funding Date Equity Contribution”);


 


(xiii)       
the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and
each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection
with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;


 


(xiv)        
such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.


 


(b)              
Payment of Fees. The Borrower shall have paid all fees and expenses payable on or before the Funding Date as required by
this Agreement, the Administrative Agent’s Letter or any other Loan Document.


 


Without limiting the generality
of the provisions of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified in
this Section 7.2, 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 Funding Date specifying its objection
thereto.


 






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7.3             
 Each Loan or Letter of Credit. At the time of making any Loans or issuing, extending or increasing any Letters of Credit
and after giving effect to the proposed extensions of credit:


 


(a)               
subject to the terms of Section 1.5 with respect to any Limited Condition Transaction, the representations, warranties of
the Loan Parties shall then be true and correct in all material respects (unless qualified by materiality or reference to the absence
of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes
of this Section 7.3, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent
statements furnished pursuant to Section 8.11,


 


(b)              
subject to the terms of Section 1.5 with respect to any Limited Condition Transaction, no Event of Default or Potential
Default shall have occurred and be continuing or would result from such Loan or Letter of Credit or the application of the proceeds thereof,


 


(c)               
the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender
an application for a Letter of Credit, as the case may be.


 


Each Loan Request and Letter
of Credit application shall be deemed to be a representation that the conditions specified in Section 7.1, Section 7.2 and
this Section 7.3 have been satisfied on or prior to the date thereof.


 


ARTICLE
8


AFFIRMATIVE COVENANTS


 


On the Funding Date and thereafter,
each Loan Party hereby covenants and agrees that until the Facility Termination Date, the Loan Party shall comply at all times with the
following covenants:


 


8.1             
Preservation of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, (a) maintain its legal
existence as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each
jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary,
except as otherwise expressly permitted in Section 9.5 (b) maintain all licenses, consents, permits, franchises, rights and qualifications
necessary for the standard operation of its business, except where the maintenance thereof would not reasonably be expected to have or
result in a Material Adverse Change, and (c) maintain and preserve all intellectual properties, including without limitation trademarks,
trade names, patents, copyrights and other marks, registered and necessary for the standard operation of its business except where the
maintenance thereof would not reasonably be expected to have or result in a Material Adverse Change.


 






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8.2              Payment
of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge
(a) all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and
payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits,
prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or
charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve
or other appropriate provisions, if any, as shall be required by GAAP shall have been made and (b) all lawful and valid claims
which, if unpaid, would result in the attachment of a Lien (other than a Permitted Lien) on its property as a matter of law or
contract.


 


8.3             
Maintenance of Insurance. Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and
assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage,
property damage, workers’ compensation, public liability and business interruption insurance) and against other risks (including
errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying
on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary or acceptable
to the Administrative Agent, all as reasonably determined by the Administrative Agent. At the request of the Administrative Agent, the
Loan Parties shall deliver to the Administrative Agent and each of the Lenders (x) on the Funding Date and annually thereafter an
original certificate of insurance signed by the Loan Parties’ independent insurance broker describing and certifying as to the existence
of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents, together with a copy of the
endorsement described in the next sentence attached to such certificate, and (y) from time to time a summary schedule indicating
all insurance then in force with respect to each of the Loan Parties. Such policies of insurance shall contain special endorsements which
include the provisions specified below or are otherwise in form acceptable to the Administrative Agent in its discretion. The applicable
Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral
and the estimated (or actual, if available) amount of such loss or decline.


 


8.4             
Maintenance of Properties and Leases. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good
repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar
character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause
to be made all necessary and appropriate repairs, renewals or replacements thereof, except where the failure to do so would not reasonably
be expected to have or result in a Material Adverse Change.


 


8.5             
Inspection Rights. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized
employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine
and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, directors and
independent accountants, all in such detail and at such times and as often as any of the Lenders may reasonably request; provided
that (i) each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection and
(ii) any such visit and inspection shall be at the expense of the Borrower only once per year except when an Event of Default has occurred
and is continuing.


 






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8.6             
 Keeping of Records and Books of Account. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain and
keep books of record and account which enable Holdings and its Subsidiaries to issue financial statements in accordance with GAAP consistently
applied and as otherwise required by applicable Laws of any Official Body having jurisdiction over Holdings or any Subsidiary of Holdings,
and in which full, true and correct entries shall be made in all material respects of all financial transactions.


 


8.7              
Compliance with Laws; Use of Proceeds.


 


(a)              
Each Loan Party shall, and shall cause each of its Subsidiaries to, comply in all material respects with all applicable Laws, including
all Environmental Laws, Gun Control Laws and the FLSA, in all respects; except (i) where such compliance with any law is being contested
in good faith by appropriate proceedings diligently conducted, and (ii) that it shall not be deemed to be a violation of this Section 8.7
if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive
relief which in the aggregate would constitute a Material Adverse Change.


 


(b)              
The Loan Parties will use the proceeds of (i) the Revolving Credit Facility for working capital, Capital Expenditures, Permitted
Acquisitions, other Investments permitted by Section 9.3, and other lawful corporate purposes not in contravention of the terms
of the Loan Documents and (ii) the Term Loan Facility on the Funding Date to (A) refinance certain outstanding Indebtedness of Holdings
and its Subsidiaries, (B) when taken together with the proceeds of the Funding Date Equity Contribution, to finance the Funding Date Distribution
and (C) pay fees and expenses incurred in connection with Transactions, in each case, not in contravention of the terms of the Loan Documents.


 


8.8              
Additional Subsidiaries; Further Assurances.


 


(a)              
Additional Domestic Subsidiaries. Commencing on the Funding Date, promptly after the creation or acquisition of any Domestic
Subsidiary (and, in any event, within thirty (30) days after such creation or acquisition, as such time period may be extended by the
Administrative Agent in its sole discretion) cause such Domestic Subsidiary to (i) become a Guarantor and grant a security interest in
all personal property of such Domestic Subsidiary (subject to the exceptions specified in the Collateral Documents) owned by such Subsidiary
by delivering to the Administrative Agent a duly executed Guaranty Joinder or such other documents as the Administrative Agent shall deem
appropriate for such purpose, (ii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section
7.2 as may be reasonably requested by the Administrative Agent, (iii) deliver to the Administrative Agent such original certificated
Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic Subsidiary,
(iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect
to such Domestic Subsidiary, and (v) deliver to the Administrative Agent such other documents consistent with the requirements set forth
in this Section 8.8(a) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory
to the Administrative Agent.


 






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(b)              
Foreign Subsidiaries.


 





(i)           
 Commencing on the Funding Date, notify the Administrative Agent promptly after any Person becomes a direct Foreign Subsidiary
of the Borrower or a Guarantor (a “First Tier Foreign Subsidiary”), and promptly thereafter (and, in any event, within
thirty (30) days after such notification (as such time period may be extended by the Administrative Agent in its sole discretion)), cause
(i) the applicable Loan Party to deliver to the Administrative Agent Security Documents pledging under New York law (and, if required
under Section 8.8(b)(ii), local foreign law) sixty six percent (66%) of the total outstanding voting Equity Interests (and one
hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary (including, without limitation,
if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the applicable Laws and practices of any
relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate
undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such applicable
Loan Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 7.2 as may be
reasonably requested by the Administrative Agent, (iii) such applicable Loan Party to deliver to the Administrative Agent such updated
Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such applicable Loan Party
to deliver to the Administrative Agent such other documents consistent with the requirements set forth in this Section 8.8(b)(i)
as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative
Agent. Notwithstanding the foregoing, (x) with respect to any Equity Interests in a First Tier Foreign Subsidiary for which a perfected
security interest cannot be obtained under documentation governed by New York law, no such Equity Interests shall be required to be pledged
hereunder and (y) to the extent that the Administrative Agent agrees in writing that the cost, burden, difficulty or consequence of obtaining
or perfecting the security interests described in this Section 8.8(b)(i) outweighs the benefit to the Lenders of such security
interests, the Loan Parties shall not be required to comply with this Section 8.8(b)(i) to the extent agreed in writing.


 


(ii)           After
the Funding Date, to the extent the aggregate EBITDA attributable to all Foreign Subsidiaries whose Equity Interests have not been
pledged to secure the Obligations pursuant to this Section 8.8(b) for the most recently ended twelve month period exceeds
twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge
Date”), the Borrower (i) shall notify the Administrative Agent and the Lenders thereof, (ii) deliver stock certificates
and related local law pledge agreements, in form satisfactory to a collateral agent acceptable to the Administrative Agent,
evidencing the pledge of sixty-six percent (66%) of the issued and outstanding Equity Interests entitled to vote (within the meaning
of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to
vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more First Tier Foreign Subsidiaries to secure the
Obligations to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign
Subsidiaries whose Equity Interests have not been pledged to secure the Obligations pursuant to this Section 8.8(b) for the
most recently ended twelve (12) month period does not exceed twenty percent (20%) of Consolidated EBITDA, and (iii) cause such First
Tier Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding Section 8.8(b)(ii) to deliver
simultaneously therewith similar documents applicable to such Foreign Subsidiary described in Section 7.2 as reasonably
requested by the Administrative Agent; provided that in no event shall any such First Tier Foreign Subsidiary be required to
join the Guaranty Agreement or otherwise to guarantee any of the Obligations. Upon the occurrence of the Foreign Pledge Date, the
Borrower will be required to comply with the terms of this Section 8.8(b)(ii) within thirty (30) days (as such time period
may be extended by the Administrative Agent in its sole discretion) after (i) the Foreign Pledge Date or (ii) the date of formation
or acquisition of any new First Tier Foreign Subsidiary. Notwithstanding the foregoing, to the extent that the Administrative Agent
agrees in writing that the cost, burden, difficulty or consequence of obtaining or perfecting the security interests under local law
described in this Section 8.8(b)(ii) outweighs the benefit to the Lenders of such security interests, the Loan Parties shall
not be required to comply with this Section 8.8(b)(ii) to the extent agreed in writing.


 






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(c)              
Landlord Waivers. Within sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion)
of (i) the Funding Date, with respect to leased locations of the Loan Parties consisting of (A) the Loan Parties’ corporate headquarters,
(B) any leased location where material books and records are maintained and (C) locations leased from Persons who are Affiliates of any
Loan Party, in each case, existing on the Funding Date and (ii) the date a new leasehold interest in real property is acquired by a Loan
Party (or an existing lease is renewed or extended), use commercially reasonable efforts to deliver or cause to be delivered to the Administrative
Agent a duly executed landlord consent with respect to each leased location described in clauses (i)(A), (i)(B) and (i)(C) above, which
consents shall be in form and substance reasonably acceptable to the Administrative Agent.


 


(d)              
Control Agreements. To the extent that a deposit account, disbursement account, investment account, cash management account,
lockbox account or other account (other than an Excluded Account) is maintained with a financial institution (or any of its Affiliates)
other than PNC Bank (or any of its Affiliates), cause such deposit account, disbursement account, investment account, cash management
account, lockbox account or other account (other than Excluded Accounts) to be subject to a “with activation” or “springing”
account control agreement in form and substance reasonably satisfactory to the Administrative Agent (it being understood and agreed that
the Borrower shall have up to ninety (90) days after the Funding Date (or such later date as the Administrative Agent may agree in its
sole discretion) to cause any such accounts existing as of the Funding Date to become subject to such an account control agreement); provided
that no such account control agreement shall be required with respect to any account that has a balance (or which holds assets with a
fair market value) less than $300,000, in any individual instance, or $1,500,000, when taken together with the account balances (or aggregate
amount of the fair market value of assets) of all other accounts (other than Excluded Accounts) that are not subject to an account control
agreement in form and substance reasonably acceptable to the Administrative Agent.


 


(e)               Merger
Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating
a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other
than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary
shall not be required to take the actions specified in Section 8.8(a) or (b), as applicable, until the consummation of such
Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section
8.8(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time
period may be extended by the Administrative Agent in its sole discretion).


 






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(f)               
Exclusions. The provisions of this Section 8.8 shall not apply to Excluded Property.


 


(g)              
Further Assurances. Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the Administrative
Agent’s Lien on Collateral and all other real and personal property of the Loan Parties whether now owned or hereafter acquired
as a continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and things as the Administrative
Agent in its sole discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted
under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.


 


8.9              
Sanctions and other Anti-Terrorism Laws. The Loan Parties covenant and agree that (a) they shall promptly notify the Administrative
Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event; and (b) if, at any time, any Collateral
becomes Embargoed Property, in addition to all other rights and remedies available to the Administrative Agent and each of the Lenders,
upon request by the Administrative Agent or any of the Lenders, the Loan Parties shall provide substitute Collateral acceptable to the
Lenders that is not Embargoed Property.


  


8.10            
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby
absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying
Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide
such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s
obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP
Loan Party shall only be liable under this Section 8.10 for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this Section 8.10, or otherwise under this Agreement or any other Loan Document, voidable under
applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The
obligations of each Qualified ECP Loan Party under this Section 8.10 shall remain in full force and effect until the Facility Termination
Date. Each Qualified ECP Loan Party intends that this Section 8.10 constitute, and this Section 8.10 shall be deemed to
constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other
Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the CEA.


 






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8.11            
Reporting Requirements. The Loan Parties will furnish or cause to be furnished to the Administrative Agent and each of the
Lenders:


 





(a)              
 Quarterly Financial Statements. As soon as available and in any event within forty-five (45) calendar days after the end
of each Fiscal Quarter in each Fiscal Year, financial statements of Holdings and its Subsidiaries, consisting of a consolidated balance
sheet as of the end of such Fiscal Quarter and related consolidated statements of income, stockholders’ equity and cash flows for
the Fiscal Quarter then ended and the Fiscal Year through that date, all in reasonable detail and certified (subject to normal year-end
audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of Holdings as having been prepared in accordance
with GAAP (subject only to normal year-end audit adjustments and the absence of notes), consistently applied, and setting forth in comparative
form the respective financial statements for the corresponding date and period in the previous Fiscal Year (all of which may be provided
by means of delivery of the applicable SEC Form 10-Q, which will be deemed delivered upon filing thereof).


 


(b)              
Annual Financial Statements. As soon as available and in any event within ninety (90) days after the end of each Fiscal
Year of Holdings, financial statements of Holdings and its Subsidiaries consisting of a consolidated balance sheet as of the end of such
Fiscal Year, and related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended,
all in reasonable detail and prepared in accordance with GAAP consistently applied and setting forth in comparative form the financial
statements as of the end of and for the preceding Fiscal Year, and audited and reported on independent certified public accountants of
nationally recognized standing satisfactory to the Administrative Agent (all of which may be provided by means of delivery of the applicable
SEC Form 10-K, which will be deemed delivered upon filing thereof). The opinion or report of accountants shall be prepared in accordance
with reasonably acceptable auditing standards and shall be free of any qualification (other than any consistency qualification that may
result from a change in the method used to prepare the financial statements as to which such accountants concur), including without limitation
as to the scope of such audit or status as a “going concern” of Holdings or any Subsidiary.


 


8.12            
Certificates; Notices; Additional Information. The Loan Parties will furnish or cause to be furnished to the Administrative
Agent and each of the Lenders:


 


(a)              
Certificate of the Borrower. Concurrently with the financial statements of Holdings furnished to the Administrative Agent
and to the Lenders pursuant to Section 8.11(a) for each of the first three Fiscal Quarters of each Fiscal Year and Section
8.11(b), a certificate (each, a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer,
President, Chief Financial Officer or Treasurer of the Borrower, in the form of Exhibit J.


 


(b)              
Default. Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Potential
Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or Potential Default, including
all specific provisions of this Agreement and any other Loan Document that have been breached, and the action which such Loan Party proposes
to take with respect thereto.


 






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(c)               Material
Adverse Change. Promptly after any officer of any Loan Party has learned of any matter that would reasonably be expected to have
or result in a Material Adverse Change, including any dispute, litigation, action, suit, proceeding or investigation before or by
any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party or of any material development in any
litigation or proceeding affecting a Loan Party or any Subsidiary of a Loan Party, written notice thereof accompanied by a statement
of an Authorized Officer of the Borrower or the applicable Loan Party setting forth details of the occurrence referred to therein
and stating what action the Borrower or the applicable Loan Party has taken and proposes to take with respect thereto.


 


(d)              
Organizational Documents. Within ten (10) days prior (or such extended period of time as agreed by the Administrative Agent)
to any merger, consolidation, dissolution or other change in entity structure of any Loan Party or any of its Subsidiaries permitted pursuant
to the terms hereof, provide notice of such change in entity structure to the Administrative Agent, along with such other information
as reasonably requested by the Administrative Agent. Provide notice to the Administrative Agent, not less than ten (10) days prior (or
such extended period of time as agreed to by the Administrative Agent) of any change in any Loan Party’s legal name, state of organization,
or organizational existence.


 


(e)              
Erroneous Financial Information; Change in Accounting. (i) Promptly in the event that the Borrower or its accountants conclude
or advise that any previously issued financial statement, audit report or interim review should no longer be relied upon or that disclosure
should be made or action should be taken to prevent future reliance, notice in writing setting forth the details thereof and the action
which the Borrower proposes to take with respect thereto and (ii) promptly notice in writing of any material change in accounting policies
or financial reporting practice by any Loan Party or any Subsidiary thereof.


 


(f)               
ERISA Event. Promptly upon any Loan Party learning of the occurrence of any ERISA Event, notice in writing setting forth
the details thereof and the action which the Borrower proposes to take with respect thereto.


 


(g)              
Other Reports. Promptly upon their becoming available to the Borrower:


 


(i)            Annual
Budget. The annual budget, forecasts and projections of Holdings, to be supplied not later than forty-five (45) days following the
commencement of each Fiscal Year to which any of the foregoing may be applicable; and


 


(ii)           Management Letters. Any reports including management letters or recommendations submitted to the Borrower (including its
board of directors or the audit committee thereof) by independent accountants in connection with any annual, interim or special audit.


 


(h)              
[reserved].


 


(i)                Other Information. Such other reports and information regarding the business, financial condition or corporate affairs of
Holdings or its Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or the Required Lenders
may from time to time reasonably request.


 






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(j)                 Updates
to Schedules. Concurrently with the delivery of the Compliance Certificate referred to in clause (a) above, the following
updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the
representation related to such Schedule true and correct as of the date of such Compliance Certificate: Schedule 6.2 and Schedule
6.11. Notwithstanding anything to the contrary in the foregoing, should any of the information or disclosures provided on any of
the Schedules attached hereto become outdated or incorrect in any material respect, the Borrower shall promptly provide the
Administrative Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or
correct same. No such Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor
shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to
have been cured thereby, unless and until the Required Lenders, in their sole and absolute discretion, shall have accepted in
writing such revisions or updates to such Schedule; provided, however, that (x) the Borrower may update Schedule 6.2
and Schedule 6.11 pursuant to the first sentence of this clause (j) and (y) the Borrower may update Schedule 6.2
without any Lender approval in connection with any transaction permitted under Sections 9.5, 9.6 and 9.8.


 


8.13            
Certificate of Beneficial Ownership and Other Additional Information. Provide to the Administrative Agent and the Lenders:
(i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative
Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to the Administrative Agent and each
Lenders, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation
as may reasonably be requested by the Administrative Agent or any Lender from time to time for purposes of compliance by the Administrative
Agent or such Lender with applicable laws (including without limitation the USA PATRIOT Act and other “know your customer”
and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent or such Lender to
comply therewith.


 


8.14            
Post-Closing Covenant.


 


(a)              
Within thirty (30) days of the Funding Date (or such later date as the Administrative Agent may agree in its sole discretion),
provide special endorsements to the liability and property insurance policies required to be maintained under this Agreement in form and
substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and lender loss
payee, as applicable.


 


(b)              
(i) Within two (2) Business Days of the Funding Date (or such later date as the Administrative Agent may agree in its sole discretion),
deliver to the Administrative Agent all certificates evidencing any certificated Equity Interests of domestic Subsidiaries of Holdings
pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly executed in blank,
undated stock powers attached thereto and (ii) within fifteen (15) Business Days of the Funding Date (or such later date as the Administrative
Agent may agree in its sole discretion), deliver to the Administrative Agent all certificates evidencing any certificated Equity Interests
of Foreign Subsidiaries pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together
with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign
Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction
of organization of such Person).


 






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ARTICLE
9





NEGATIVE COVENANTS


 


On the Funding Date and thereafter,
each Loan Party hereby covenants and agrees that until the Facility Termination Date, the Loan Party will not, and will not permit any
its Subsidiaries to:


 


9.1              
Indebtedness. At any time create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)              
Indebtedness under the Loan Documents;


 


(b)             
existing Indebtedness as specified on Schedule 9.1 (including any refinancings, refundings, extensions or renewals thereof;
provided that (i) there is no increase in the principal amount thereof (except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, extension or renewal
and by an amount equal to any existing commitments unutilized at the time of such refinancing, refunding, extension or renewal), (ii)
the final maturity date shall not be earlier, and weighted average life of such refinancing, refunding, renewal or extension shall not
be shorter, than the Indebtedness being refinanced, refunded, renewed or extended, (iii) the refinancing, refunding, renewal or extension
shall have no additional obligors (including any guarantors) than the Indebtedness being refinanced, refunded, renewed or extended and
(iv) any refinancing, refunding, renewal or extension of any subordinated Indebtedness shall be (A) on subordination terms at least as
favorable to the Administrative Agent and the Lenders and (B) no more restrictive to the Borrower and its Subsidiaries, in each case with
respect to clauses (A) and (B), than the Indebtedness being refinanced, refunded, renewed or extended);


 


(c)              
Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or
capital assets, including Capital Lease Obligations; provided, that such Indebtedness is incurred prior to or within one hundred
eighty (180) days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements
of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension,
renewal or replacement) or shorten the maturity or the weighted average life thereof; provided, further, that the aggregate
principal amount of such Indebtedness does not exceed $10,000,000 at any time outstanding;


 


(d)              
Indebtedness of (i) a Loan Party to another Loan Party, (ii) any Subsidiary that is not a Loan Party to any other Subsidiary that
is not a Loan Party, (iii) any Subsidiary that is not a Loan Party to any Loan Party so long as such Indebtedness under this clause (iii)
is permitted pursuant to Section 9.3(g) or 9.3(j) and (iv) any Loan Party to a Subsidiary that is not a Loan Party so long
as such Indebtedness under this clause (iv) is subordinated to the Obligations in a manner reasonably satisfactory to the Administrative
Agent;


 


(e)               any
(i) Lender Provided Interest Rate Hedge, (ii) Lender Provided Foreign Currency Hedge, (iii) other Interest Rate Hedge or Foreign
Currency Hedge approved by the Administrative Agent or (iv) Indebtedness under any Other Lender Provided Financial Service Product; provided, however,
the Loan Parties shall enter into an Interest Rate Hedge only for hedging (rather than speculative) purposes;


 






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(f)               
Guaranties with respect to any Indebtedness permitted pursuant to this Section 9.1 (other than Section 9.1(d)(ii),
(d)(iii), (d)(iv) (in each case of clause (d), except to the extent permitted by Section 9.3) or (h))
except to the extent specifically prohibited in this Agreement; provided that (x) the aggregate amount of all Guaranties of all
Loan Parties with respect to Indebtedness permitted pursuant to Section 9.1(n) or (p) shall not exceed $10,000,000 at any
time and (y) any Guaranty of Indebtedness permitted pursuant to Section 9.1(g) is also subordinated to the payment in full of all
Obligations;


 


(g)              
Subordinated Indebtedness;


 


(h)              
Indebtedness that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Loan Party
or a Subsidiary, as long as such Indebtedness was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition,
and does not exceed of $5,000,000 in the aggregate at any time;


 


(i)                
Permitted Contingent Obligations;


 


(j)                
[reserved];


 


(k)              
Indebtedness incurred in connection with a Permitted Acquisition, to the extent permitted under the definition of Permitted Acquisition,
that consists of Indebtedness existing prior to the consummation of the Permitted Acquisition (and not incurred in contemplation thereof)
that is permitted to be assumed by the Loan Parties pursuant to (and subject to the limitations set forth in) Section 9.1(c) and
does not constitute a revolving credit facility;


 


(l)                
Indebtedness incurred in connection with the financing of insurance premiums, incurred in the Ordinary Course of Business;


 


(m)             
obligations under or in connection with the Canadian Bilateral Facility so long as (i) no Potential Default or Event of Default
exists or would result from the incurrence thereof, (ii) such Indebtedness is not recourse to any Loan Party (except to the extent permitted
by Section 9.1(f)) and (iii) such Indebtedness is not secured by any asset constituting Collateral, except pursuant to the terms
of this Agreement and the other Loan Documents;


 


(n)              
other Indebtedness (which may include letters of credit or letter of credit facilities) of Foreign Subsidiaries in an aggregate
amount not to exceed $35,000,000 so long as (i) no Potential Default or Event of Default exists or would result from the incurrence thereof,
(ii) such Indebtedness is incurred in connection with an Investment (including a Permitted Acquisition or any Investment in an existing
Subsidiary) permitted by Section 9.3 or such Indebtedness is used to refinance outstanding Revolving Credit Loans incurred in connection
with an Investment permitted by Section 9.3, (iii) such Indebtedness is not recourse to any Loan Party (except to the extent permitted
by Section 9.1(f)) and (iv) such Indebtedness is not secured by any asset constituting Collateral;


 






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(o)              
 Refinancing Indebtedness as long as each Refinancing Condition is satisfied;


 


(p)              
Indebtedness owing by Foreign Subsidiaries in an aggregate amount outstanding at any time not to exceed $5,000,000, in each case
so long as (i) no Potential Default or Event of Default exists or would result from the incurrence thereof, (ii) such Indebtedness is
not recourse to any Loan Party (except to the extent permitted by Section 9.1(f)), and (iii) such Indebtedness is not secured by
any assets constituting Collateral;


 


(q)              
other unsecured Indebtedness in an aggregate principal amount not to exceed $7,500,000 at any time outstanding; and


 


(r)               
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against
insufficient funds in the Ordinary Course of Business, provided, however, that such Indebtedness is extinguished within
five (5) Business Days of its incurrence.


 


Further, for purposes of determining
compliance with this Section 9.1, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness
(or any portion thereof) described in this Section 9.1 but may be permitted in part under any combination thereof and (B) in the
event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness
(or any portion thereof) described in this Section 9.1, the Loan Parties may, in their sole discretion, classify or reclassify,
or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any
manner that complies with this Section 9.1 and will be entitled to only include the amount and type of such item of Indebtedness
(or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall
be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma
effect to such item (or portion thereof) when calculating the amount of Indebtedness that may be incurred pursuant to any other clause;
provided that (x) all Indebtedness outstanding under the Loan Documents shall at all times be deemed to be outstanding in reliance
only on the exception in Section 9.1(a), (y) all Indebtedness described on Schedule 9.1 and any Permitted Refinancing in
respect thereof shall at all times be deemed to be outstanding in reliance only on the exception in Section 9.1(b) and (z) all
Indebtedness owing to Holdings or any of its Subsidiaries shall be deemed to be outstanding in reliance only on one or more exceptions
in Section 9.1(d). Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original
issue discount and the payment of interest, premium, fees or expenses, in the form of additional Indebtedness, or preferred stock (in
each case so long as such additional Indebtedness or preferred stock is in the same form and on the same terms as the Indebtedness to
which such payment relates) shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.1.


 






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9.2               Liens.
At any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens; provided, however, and notwithstanding
the above or any other provision of this Agreement or any other Loan Document, no Liens shall be permitted to exist directly or
indirectly on any real property of any Loan Party other than pursuant to clauses (a), (c), (e), (i), (k),
(s) or (t) of the definition of “Permitted Liens”.


 


9.3              
Loans and Investments. At any time make or suffer to remain outstanding any Investment, except:


 


(a)              
trade credit extended on usual and customary terms in the Ordinary Course of Business;


 


(b)              
advances to employees to meet expenses incurred by such employees in the Ordinary Course of Business;


 


(c)              
Permitted Investments;


 


(d)              
loans, advances and investments in other Loan Parties;


 


(e)              
intercompany Indebtedness to the extent permitted by Section 9.1(d);


 


(f)               
Permitted Acquisitions;


 


(g)              
Investments existing on the Closing Date in Subsidiaries existing on the Closing Date;


 


(h)              
cash and Cash Equivalents;


 


(i)                
any Investment by a Foreign Subsidiary in another Foreign Subsidiary or a Loan Party;


 


(j)                
any Investment by a Loan Party in a Foreign Subsidiary (i) in an aggregate amount at any time outstanding not in excess of $5,000,000
so long as no Event of Default exists at the time such Investment is made or would be caused thereby or (ii) in any other amount so long
as (A) at the time such Investment is made, no Event of Default exists or would be caused thereby, (B) at the time such Investment is
made, the Borrower provides the Administrative Agent evidence that, after giving effect to such Investment, the Loan Parties are in compliance
with the financial covenants set forth in Sections 9.12 and 9.13 on a Pro Forma Basis and (C) the Loan Parties shall be
Solvent both before and after giving effect to such Investment and an Authorized Officer having primary responsibility for financial matters
of the Borrower shall certify to the Administrative Agent, not less than five (5) Business Days prior to the date such Investment is made,
that all such conditions have been satisfied;


 


(k)              
loans and advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course
of Business in an aggregate amount not to exceed $1,500,000 at any time;


 


(l)                
loans or advances to officers or employees in the Ordinary Course of Business pursuant to and in accordance with the terms of any
Plan in an aggregate amount not to exceed $1,500,000 at any time;


 






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(m)             
 prepaid expenses and extensions of trade credit made in the Ordinary Course of Business;


 


(n)              
deposits with financial institutions permitted hereunder;


 


(o)              
as long as no Event of Default exists at the time of incurrence thereof, intercompany loans by a Loan Party to another Loan Party;


 


(p)              
as long as no Event of Default exists at the time of incurrence thereof, intercompany loans by a Foreign Subsidiary to another
Foreign Subsidiary;


 


(q)              
loans and Investments existing as of the Closing Date and set forth on Schedule 9.3;


 


(r)               
Permitted Joint Ventures in an aggregate amount, taken together with all other Investments consisting of Permitted Joint Ventures
that are at that time outstanding, not to exceed $5,000,000; and


 


(s)               
other Investments in an aggregate amount not to exceed $5,000,000 at any time outstanding.


 


9.4              
Dividends and Related Distributions. Make any Restricted Payment, or agree to become or remain liable to make any Restricted
Payment, except:


 


(a)              
dividends or other distributions payable to another Loan Party;


 


(b)              
so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any of its Subsidiaries
may pay dividends in shares of its own Equity Interests (other than Disqualified Equity Interests);


 


(c)              
any Restricted Payment made by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party or a Loan Party;


 


(d)              
the Funding Date Distribution;


 


(e)               Restricted
Payments consisting of redemptions of Equity Interests of Holdings held by employees, officers, or directors of Holdings (or any
spouses, ex-spouses, estates or Affiliates of any of the foregoing); provided, that the aggregate amount of such redemptions
made by Holdings in respect of each Fiscal Year prior to the Expiration Date shall not exceed (i) the greater of (A) $2,000,000 or
(B) 5.00% of Consolidated EBITDA for the four Fiscal Quarter period most recently ended as of such date of determination in respect
of which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b), as applicable less (ii) the
aggregate amount of cash compensation consisting of Qualified LTIP Accrual Amounts added to Consolidated EBITDA pursuant to clause
(b)(vii)(B) thereof in respect of such period; provided, further, that Restricted Payments under this Section
9.4(e) shall be subject to the satisfaction of the following conditions: (i) no Event of Default has occurred or would result
from such Restricted Payment, (ii) the Borrower provides Administrative Agent evidence that after giving effect to the consummation
of such Restricted Payment, Holdings and its Subsidiaries on a consolidated basis shall maintain a Consolidated Fixed Charge
Coverage Ratio of at least 1.25 to 1.00 on a Pro Forma Basis, measured as of the most recently ended Fiscal Quarter for which the
Loan Parties have delivered the financial statements required under Sections 8.1(a) or (b), as the case may be, for the four
Fiscal Quarter period then ended, (iii) after giving effect to the consummation of such Restricted Payment, the Consolidated Total
Net Leverage Ratio is less than or equal to 2.50 to 1.00, and (iv) each Loan Party shall be Solvent before and after giving effect
to such Restricted Payment; and


 






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(f)               
dividends, distributions and/or share repurchases in an aggregate amount not to exceed $10,000,000, so long as (i) no Potential
Default or Event of Default then exists or arises therefrom and (ii) after giving effect thereto on a Pro Forma Basis, the Loan Parties
are in compliance with the covenants set forth in Sections 9.12 and 9.13; provided that the aggregate amount of dividends,
distributions and share repurchases under this Section 9.4(f) shall be unlimited so long as after giving effect thereto on a Pro
Forma Basis, the Consolidated Total Net Leverage Ratio is less than 2.50 to 1.00.


 


9.5             
Liquidations, Mergers, Consolidations, Acquisitions. Dissolve, liquidate or wind-up its affairs, or become a party to any
merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or Equity Interests of any
other Person (other than the acquisition of all or substantially all of the assets or Equity Interests of any other Person pursuant to
a Permitted Acquisition) or consummate an LLC Division; provided that (a) any Loan Party other than Holdings or the Borrower may
consolidate or merge into, or liquidate into, another Loan Party which is wholly-owned by one or more of the other Loan Parties, (b) any
Foreign Subsidiary that is not a Loan Party may consolidate or merge into, or liquidate into, any other Subsidiary that is not a Loan
Party and (c) any Domestic Subsidiary that is not a Loan Party may consolidate or merge into, or liquidate into, any other Domestic Subsidiary
that is not a Loan Party.


 


9.6              
Dispositions of Assets or Subsidiaries. Make any Asset Disposition,
except the sale or other disposition of such assets so long as (a) at least 75% of the consideration paid in connection therewith
shall be cash or Cash Equivalents paid contemporaneously with the consummation of the transaction and shall be in an amount not less than
the fair market value of the property disposed of, (b) such transaction is not prohibited by the terms of Section 9.20, (c) such
transaction does not involve the sale or other disposition of a minority Equity Interest in any Subsidiary, (d) such transaction
does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently
being disposed of in a transaction otherwise permitted under this Section 9.6, and (e) the aggregate fair market value of
all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions in any Fiscal Year shall
not exceed (i) $5,000,000 with respect to tangible assets and (ii) 10.0% of Consolidated EBITDA for the most recently completed Measurement
Period with respect to the Equity Interests of any Subsidiary of the Borrower.


 


9.7              Affiliate
Transactions. Enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or
services from or selling property or services to any Affiliate of any Loan Party or other Person) other than (a) transactions
expressly permitted by the Loan Documents; (b) payment of reasonable compensation to officers, employees and consultants who are
Affiliates, in each case for services actually rendered, and payment of customary directors’ fees and indemnities (including
severance and indemnification arrangements with officers and employees in the Ordinary Course of Business and participation in stock
option plans and employee benefit plans and arrangements in the Ordinary Course of Business); (c) transactions solely among the Loan
Parties; (d) transactions solely among non-Loan party Subsidiaries; (e) transactions with Affiliates that were consummated on or
prior to the Closing Date, as shown on Schedule 9.7; (f) sales of inventory and services between Loan Parties in the Ordinary
Course of Business and sales of equipment in compliance with the terms of Section 9.6, in each case, upon fair and reasonable
terms; and (g) transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms and no less favorable
than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.


 






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9.8             
Subsidiaries, Partnerships and Joint Ventures. Own or create directly or indirectly any Subsidiaries other than (i) any
Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) Excluded Subsidiaries and (iii) any Subsidiary formed
after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent items required by Section
8.8. No Loan Party shall become or agree to become a party to a Joint Venture except Permitted Joint Ventures.


 


9.9              
Continuation of or Change in Business. Engage in any business other than substantially as conducted and operated by such
Loan Party or Subsidiary as of the Closing Date and businesses substantially related, incidental or ancillary thereto.


 


9.10            
Accounting Changes; Change in Fiscal Year. Make any significant
change in accounting treatment or reporting practices, except as required by GAAP, or change the Fiscal Year of Holdings or of any of
its Subsidiaries, except to change the Fiscal Year of a Subsidiary to conform its Fiscal Year to that of Holdings.


 


9.11            
Changes to Organizational Documents. Amend in any respect its certificate of incorporation (including any provisions or
resolutions relating to Equity Interests), by-laws, certificate of limited partnership, partnership agreement, certificate of formation,
limited liability company agreement or other organizational documents in a manner materially adverse to the Lenders.


 


9.12            
Minimum Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio, calculated as of
the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2021, to be less than 1.25 to 1.00.


 


9.13             Maximum
Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as of the end of each Fiscal Quarter,
commencing with the Fiscal Quarter ending December 31, 2021, to be greater than (a) with respect to the Fiscal Quarter ending
December 31, 2021 through and including the Fiscal Quarter ending September 30, 2022, 3.75 to 1.00 and (b) with respect to the
Fiscal Quarter ending December 31, 2022 and for each Fiscal Quarter ending thereafter, 3.50 to 1.00; provided that if a
Material Acquisition occurs during a Fiscal Quarter, the Borrower shall have the right to elect to increase the Consolidated Total
Net Leverage Ratio required to be maintained by this Section 9.13 by up to 0.50 to 1.00; provided, further,
that (i) the Consolidated Total Net Leverage Ratio for any Measurement Period required to be maintained by this Section 9.13
shall be reduced by 0.50 to 1.00 on the last day of the fifth Fiscal Quarter after such increase occurs (returning to the
Consolidated Total Net Leverage Ratio level required to be maintained prior to such election); (ii) following any increase in the
Consolidated Total Net Leverage Ratio pursuant to this Section 9.13, there shall be at least one full Fiscal Quarter in which
the required Consolidated Total Leverage Ratio is tested at the level set forth in this Section 9.13 without giving effect to
the provisos herein before the Borrower may again elect to increase the Consolidated Total Net Leverage Ratio pursuant to this Section
9.13, (iii) the Consolidated Total Net Leverage Ratio shall not be increased more than two (2) times pursuant to this Section
9.13 during the term of this Agreement and (iv) such election shall be made by the delivery of a written notice by the Borrower
to the Administrative Agent making reference to this Section 9.13 and notifying the Administrative Agent of the
Borrower’s exercise of this right on or prior to the date of the actual or required delivery of a Compliance Certificate for
the Fiscal Quarter in which the applicable Permitted Acquisition occurs.


 






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9.14           
Limitation on Negative Pledges and Restrictive Agreements. Enter into, or permit to exist, any contractual obligation (except
for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Person to (i) to act as a Loan
Party; (ii) make dividends or distribution to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv)
make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter
acquired (except, in the case of clause (a)(v) only, for any document or instrument governing any purchase money Liens, capital lease
obligations permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)
or other secured Indebtedness permitted by Sections 9.1(b), (k), (m), (n) or (p), customary provisions
restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract
entered into by a Loan Party or its Subsidiaries in the Ordinary Course of Business and customary provisions restricting subletting, sublicensing
or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries)
or (b) requires the grant of any Lien (other than Permitted Liens) on property for any obligation if a Lien on such property is given
as security for the Obligations.


 


9.15            
Subordinated Indebtedness.


 


(a)              
Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect
to any:


 


(i)           
Subordinated Indebtedness (other than Subordinated Indebtedness of the type described in the following clause (a)(ii)), except
regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating
to such Subordinated Indebtedness (and a Senior Officer or vice president of finance or similar officer having primary responsibility
for financial matters of the Borrower shall certify to Administrative Agent, not less than five (5) Business Days prior to the date of
payment, that all conditions under such agreement have been satisfied); or


 


(ii)          
Subordinated Indebtedness constituting Earnout Obligations in respect of any Permitted Acquisition, except payments made when the
following conditions are satisfied:


 





(A)       no
Potential Default or Event of Default has occurred or would result from such payment, and


 


(B)        after
giving effect to the consummation of such payment, the Loan Parties are in compliance with the financial covenants set forth in Sections
9.12 and 9.13 on a pro forma basis; provided, that such financial covenant shall be measured as of the most recently
ended Fiscal Quarter for which the Loan Parties have delivered the financial statements required under Section 8.11(a) or 8.11(b),
as the case may be, for the twelve fiscal month period then ended.


 






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(b)              
The Borrower will not, and will not permit any of its Subsidiaries to, agree to or permit any amendment, modification or waiver
of any provision of any Subordinated Indebtedness Document if the effect of such amendment, modification or waiver is to (i) increase
the yield on such Permitted Subordinated Indebtedness or change (to earlier dates) the dates upon which principal and interest are due
thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in
a manner that would make such provisions more onerous or restrictive to the Borrower or any such Subsidiary; or (iv) otherwise increase
the obligations of the Borrower or any Subsidiary in respect of such Permitted Subordinated Indebtedness or confer additional rights upon
the holders thereof which individually or in the aggregate would be adverse to the Borrower or any of its Subsidiaries or to the Administrative
Agent or the Lenders.


 


9.16           
Agreements Restricting Dividends. Each of the Loan Parties covenants and agrees that it shall not, and shall not permit
any of its Subsidiaries to, enter into any agreement (other than a Loan Document) with any Person which restricts any of the Loan Parties’
right to pay dividends or other distributions to the Borrower or repay intercompany loans from the Borrower to each Loan Party.


 


9.17           
Sanctions and other Anti-Terrorism Laws. Each Loan Party hereby covenants and agrees that until the Facility Termination
Date, the Loan Party will not, and will not permit any its Subsidiaries to: (a) become a Sanctioned Person or allow its employees, officers,
directors, affiliates, consultants, brokers, and agents acting on its behalf in connection with this Agreement to become a Sanctioned
Person; (b) directly, or indirectly through a third party, engage in any transactions or other dealings with any Sanctioned Person or
Sanctioned Jurisdiction, including any use of the proceeds of the Facilities to fund any operations in, finance any investments or activities
in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Facilities with funds derived from any unlawful
activity; (d) permit any of the Collateral to become Embargoed Property; (e) engage in any transactions or other dealings with any Sanctioned
Person or Sanctioned Jurisdiction prohibited by any Laws of the United States or other applicable jurisdictions relating to economic sanctions
and any Anti-Terrorism Laws; or (f) cause any Lender or the Administrative Agent to violate any sanctions administered by OFAC.


 


9.18             Use
of Proceeds. Each Loan Party hereby covenants and agrees that until the Facility Termination Date, the Loan Party will not, and
will not permit any its Subsidiaries to directly or indirectly, use the Loans or any proceeds thereof for any purpose (a) which
would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business or (b) that would violate
any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X.


 






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9.19            
Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a
 “Sale and Leaseback Transaction”); provided that, notwithstanding anything to the contrary in the foregoing,
the Borrower and its Subsidiaries shall be permitted to enter into a Sale and Leaseback Transaction with respect to real property so long
as the aggregate fair market value of real property sold in connection therewith does not exceed $7,500,000.


 


9.20            
Designation as Senior Debt. Designate any Indebtedness (other than Indebtedness under the Loan Documents) of the Borrower
or any of its Subsidiaries as “Senior Debt” or “Designated Senior Debt” (or in each case any similar term) under,
and as defined in, the documentation governing any Permitted Subordinated Indebtedness.


 


ARTICLE
10

DEFAULT


 


10.1            
Events of Default. An Event of Default means the occurrence or existence of any one or more of the following events or conditions
(whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):


 


(a)              
Payments Under Loan Documents.


 


(i)           
Any Loan Party shall fail to pay any principal of any Loan or of any Reimbursement Obligation in respect of any Letter of Credit
when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or


 


(ii)          
any Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under Section
8.1(a)(i) or an amount related to an Other Lender Provided Financial Service Product) payable under this Agreement or any other Loan
Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business
Days; or


 


(b)              
Breach of Warranty. Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan
Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or
thereof, shall prove to have been false or misleading in any material respect (other than a representation or warranty this is expressly
qualified by Material Adverse Change or other materiality qualified, in which case such representation or warranty proves to be incurred
in any respect) as of the time it was made, deemed made or furnished; or


 






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(c)         
 Breach of Certain Covenants. Any of the Loan Parties shall default in the observance or performance of any covenant contained
in Section 8.1, Section 8.5, Section 8.7, Section 8.8, Section 8.9, Section 8.11, Section
8.12(a), (b), (c), (e), (f) or (g)(i) or Article 9; or


 


(d)          
Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant,
condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) days
after the earlier to occur of (i) any Authorized Officer of a Loan Party’s knowledge of such breach or (ii) notice thereof from
the Administrative Agent or any Lender; or


 


(e)          
Defaults in Other Agreements or Indebtedness. (i) A breach, default or event of default shall occur at any time under the
terms of any one or more other agreements with respect to Material Indebtedness under which any Loan Party or Subsidiary of any Loan Party
may be obligated as a borrower or guarantor, and such breach, default or event of default either (A) consists of the failure to pay (beyond
any period of grace permitted with respect thereto, whether waived or not) any such Material Indebtedness when due (whether at stated
maturity, by acceleration or otherwise) or (B) causes, or permits the holder or holders of such Material Indebtedness or the beneficiary
or beneficiaries of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased
or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made,
prior to its stated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there
occurs any default or event of default under any Canadian Obligation Loan Document; or


 


(f)           
Final Judgments or Orders.


 


(i)              
Any final judgments or orders for the payment of money in excess of $3,000,000 in the aggregate (to the extent not covered by insurance
or indemnities as to which the applicable insurance company or third party has been notified of the claim and has confirmed coverage)
shall be entered against any Loan Party by a court having jurisdiction in the premises, and with respect to which either (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during
which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or


 


(ii)             
any non-monetary final judgment or order shall be rendered against Holdings, any Borrower or any Subsidiary that would reasonably
be expected to have or result in a Material Adverse Change, and there is a period of thirty (30) consecutive days during which a stay
of enforcement of such judgment or order, by reason of appeal or otherwise, is not in effect; or


 


(g)          Loan
Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the
party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance with the
respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared
ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security
interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; or


 






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(h)          
Events Relating to Pension Plans and Multiemployer Plans. An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of Borrower or any member of the ERISA Group under Title
IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $3,000,000 at any one time, or Borrower
or any member of the ERISA Group 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, where the aggregate amount of unamortized
withdrawal liability is in excess of $3,000,000 at any one time; or


 


(i)           
Change of Control. A Change of Control shall occur; or


 


(j)          
Relief Proceedings; Solvency; Attachment. Either (i) a Relief Proceeding shall have been instituted against any Loan Party
or Subsidiary of a Loan Party or a substantial part of the assets of any Loan Party or Subsidiary and such Relief Proceeding shall remain
undismissed or unstayed and in effect for a period of thirty (30) consecutive days or such court shall enter a decree or order granting
any of the relief sought in such Relief Proceeding, (ii) any Loan Party or Subsidiary of a Loan Party institutes, or takes any action
in furtherance of, a Relief Proceeding, (iii) any Loan Party or any Subsidiary of a Loan Party ceases to be Solvent or admits in writing
its inability to pay its debts as they mature or (iv) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any Loan Party or any Subsidiary of any Loan Party and is not released, vacated or
fully bonded within thirty (30) days after its issue or levy; or


 


(k)         
Subordinated Indebtedness. Any default or event of default (after giving effect to any grace period) shall have occurred
and be continuing under the Subordinated Debt Documents or any Subordinated Debt Document shall cease to be in full force and effect or
the validity or enforceability thereof is disaffirmed by or on behalf of any subordinated lender party thereto, or any Obligations fail
to constitute “Senior Indebtedness” for purposes of the applicable Subordinated Debt Document, or all or any part of the Permitted
Subordinated Indebtedness is accelerated, is declared to be due and payable is required to be prepaid or redeemed, in each case prior
to the stated maturity thereof.


 


10.2       
Consequences of Event of Default.


 


(a)          
Generally. If any Event of Default specified under Section 10.1 shall occur and be continuing, the Lenders and
the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue
Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following
actions:


 


(i)              
declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters
of Credit to be terminated, whereupon such commitments and obligation shall be terminated;


 









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(ii)             
 declare the unpaid principal amount of all outstanding Loans, 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, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;


 


(iii)           
require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent,
as Cash Collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter
available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders,
and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and


 


(iv)            
exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies available to it, the Lenders and the Issuing
Lender under the Loan Documents;


 


provided that upon the
occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States,
the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit 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 provide cash collateral as specified in clause (iii) above shall automatically
become effective, in each case without further act of the Administrative Agent or any Lender.


 


(b)           Set-off.
If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective
Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.5,
after obtaining the prior written consent of the Administrative Agent, is hereby authorized at any time and from time to time, 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, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such
Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any
and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such
Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or
participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower
or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different
from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any
Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section 5.15 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuing Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of
setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section
10.2 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or
their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not
affect the validity of such setoff and application; and


 






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(c)          
Enforcement of Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document,
the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall
be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained
exclusively by, the Administrative Agent in accordance with this Section 10.2 for the benefit of all the Lenders and the Issuing
Lender and the other Secured Parties; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under
the other Loan Documents, (ii) the Issuing Lender or the Swingline Loan Lender from exercising the rights and remedies that inure to its
benefit (solely in its capacity as the Issuing Lender or Swingline Loan Lender, as the case may be) hereunder and under the other Loan
Documents, (iii) any Lender from exercising setoff rights in accordance with Section 10.2(b) (subject to the terms of Section 5.5),
or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to any Loan Party under any Insolvency Proceeding; and provided, further, that if at any time there is no Person
acting as Administrative Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to this Section 10.2(c), and (B) in addition to the matters specified in clauses
(ii), (iii) and (iv) of the preceding proviso and subject to Section 5.5), any Lender may, with the consent of the Required
Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.


 


10.3         
Application of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2
(or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been
required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date,
any and all proceeds received on account of the Obligations shall (subject to Sections 5.15 and 10.2(a)(iii)) be applied
as follows:


 


(a)              
First, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities,
expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in
its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender
and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them;


 


(b)               Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and
Letter of Credit Fees) payable to the Lenders under the Loan Documents and the Canadian Obligation Providers under the Canadian
Obligation Loan Documents, including attorney fees, ratably among the Lenders and the Canadian Obligation Providers in proportion to
the respective amounts described in this clause Second payable to them;


 


(c)              
Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest
on the Loans and Reimbursement Obligations and accrued and unpaid interest under the Canadian Obligation Loan Documents, ratably among
the Lenders, the Canadian Obligation Providers and the Issuing Lender in proportion to the respective amounts described in this clause
Third payable to them;


 


(d)              
Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations,
payment obligations then owing under Lender Provided Interest Rate Hedges, Lender Provided Foreign Currency Hedges and Other Lender Provided
Financial Service Products, and the unpaid principal amount of the Canadian Subsidiary Obligations, ratably among the Lenders, the Issuing
Lender, the applicable Cash Management Banks, the applicable Hedge Banks, and the Canadian Obligation Providers in proportion to the respective
amounts described in this clause Fourth held by them;


 






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(e)              
Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize any undrawn amounts under
outstanding Letters of Credit (to the extent not otherwise cash collateralized pursuant to this Agreement); and


 


(f)               
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law.


 


Amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth 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 specified above.


 


Notwithstanding anything to the contrary in this
Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party
under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement)
or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities;
provided that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral
from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations
otherwise specified above in this Section 10.3.


 


In addition, notwithstanding the foregoing,
Obligations arising under Lender Provided Interest Rate Hedges, Lender Provided Foreign Currency Hedges and Other Lender Provided
Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received
written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the
applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the
Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and
accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates
as if a “Lender” party hereto.


 






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ARTICLE
11

THE ADMINISTRATIVE AGENT


 


11.1         
Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC Bank, National Association
to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent
to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 11 are solely for the
benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have
rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used
as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.


 


11.2         
Rights as a Lender. 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.


 


11.3         
Exculpatory Provisions.


 


(a)        The
Administrative Agent shall not have any duties or obligations except those expressly specified herein and in the other Loan Documents,
and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:


 


(i)       shall
not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred and
is continuing;


 


(ii)       shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent 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 the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or
applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and


 


(iii)       shall
not, except as expressly specified 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 the Borrower or any of its Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.


 






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(b)       The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 12.1 and 10.2), or (ii) in the absence
of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
The Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing
such Potential Default or Event of Default is given to the Administrative Agent in writing by the Borrower, a Lender or an Issuing Lender.


 


(c)       The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions specified herein or therein or the occurrence of any Potential Default or Event of Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition specified in Article 7 or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.


 


11.4          Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, 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 the Issuing Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of
Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.


 






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11.5         
Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article 11 shall apply to any such sub-agent and to the Related Parties
of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


11.6         
Resignation of Administrative Agent.


 


(a)        The
Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (so long as no Potential
Default or Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice
of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”),
then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a
successor Administrative Agent meeting the qualifications specified above; provided that in no event shall any such successor Administrative
Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with
such notice on the Resignation Effective Date.


 


(b)       If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders
may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative
Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the
 “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the
Removal Effective Date.


 


(c) With effect from the
Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the
retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent,
all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made
by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent),
and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the
other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative
Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 11 and Section
12.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed
Administrative Agent was acting as Administrative Agent.


 


11.7         
Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing
Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder.


 






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11.8         
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents,
or documentation agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender hereunder.


 


11.9         
Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative
Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower
and Administrative Agent, as amended from time to time.


 


11.10      Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of
Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) 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, Letter of Credit 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 Issuing Lender and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the Issuing Lender and the Administrative Agent under Sections 2.8(b) and 12.3) 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, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing
Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the Issuing Lender, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Section 12.3.


 






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11.11     
Collateral and Guaranty Matters.


 


(a)        Each
of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion,


 


(i)       to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (x) upon the Facility Termination
Date, (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other
disposition permitted under the Loan Documents, or (z) subject to Section 12.1, if approved, authorized or ratified in writing
by the Required Lenders;


 


(ii)       to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien
on such property that is permitted by clause (h) of the definition of “Permitted Liens”; and


 


(iii)       to
release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the Loan Documents.


 


Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant
to this Section 11.11.


 






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(b)       The
Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding
the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien
thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


11.12     
No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither
such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under
or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter
amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law or any Anti-Corruption Law, including
any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their
agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping,
(iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other
Laws.


 


11.13     
Lender Provided Interest Rate Hedges, Lend Provided Foreign Currency Hedges, Other Lender Provided Financial Service Products
and Canadian Subsidiary Obligations. Except as otherwise expressly specified herein, no Cash Management Bank, Hedge Bank or Canadian
Obligation Provider that obtains the benefits of Section 10.3, the Guaranty Agreement or any Collateral by virtue of the provisions
hereof or of the Guaranty Agreement or any Loan Document shall have any right to notice of any action or to consent to, direct or object
to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment
of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.
Notwithstanding any other provision of this Article 11 to the contrary, the Administrative Agent shall not be required to verify
the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Lender Provided Interest
Rate Hedges, Lender Provided Foreign Currency Hedges, Other Lender Provided Financial Service Products, and/or Canadian Subsidiary Obligations
unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative
Agent may request, from the applicable Cash Management Bank, Hedge Bank or Canadian Obligation Provider, as the case may be.


 


11.14     
ERISA Matters.


 


(a)              
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative
Agent and the Lead Arrangers and their respective Affiliates, and for the benefit of Borrower or any other Loan Party, that at least one
of the following is and will be true:


 





(i)                
 such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section
3(42) of ERISA) of one or more Plans in connection with the Loans or the Commitments,


 


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


 






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


 


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


 


(b)              
In addition, unless sub-clause (i) in the immediately preceding Section 11.14(a) is true with respect to a Lender or such
Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding Section
11.14(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of Borrower, that:


 


(i)                
none of the Administrative Agent or the Lead Arrangers or any of their respective Affiliates is a fiduciary with respect to the
assets of such Lender (including in connection with the reservation or exercise of any rights by Administrative Agent under this Agreement,
any Loan Document or any documents related to hereto or thereto),


 


(ii)              the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in
general and with regard to particular transactions and investment strategies (including in respect of the Loans),


 






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(iii)           
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the
Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder,
and


 


(iv)            
no fee or other compensation is being paid directly to the Administrative Agent or Lead Arrangers or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement.


 


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


 


11.15        Erroneous
Payments.


 


(a)              
If the Administrative Agent notifies a Lender, Issuing Lender or Secured Party, or any Person who has received funds on behalf
of a Lender, Issuing Lender or Secured Party such Lender or Issuing Lender (any such Lender, Issuing Lender, Secured Party or other
recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion
(whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment
Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or
mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender, Secured Party or other Payment
Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees,
distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such
Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent
and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender,
Issuing Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause
such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent
the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in
same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such
Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the
Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the
Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 


(b)              
Without limiting immediately preceding clause (a), each Lender, Issuing Lender or Secured Party, or any Person who has received
funds on behalf of a Lender, Issuing Lender or Secured Party such Lender or Issuing Lender, hereby further agrees that if it receives
a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution
or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date
from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with
respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment
sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender or Secured Party, or other such recipient,
otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:


 






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(i)                
(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written
confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause
(z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii)             
such Lender, Issuing Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to)
promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of
such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent
pursuant to this Section 11.15(b).


 


(c)              
Each Lender, Issuing Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts
at any time owing to such Lender, Issuing Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the
Administrative Agent to such Lender, Issuing Lender or Secured Party from any source, against any amount due to the Administrative Agent
under immediately preceding clause (a) or under the indemnification provisions of this Agreement.


 


(d)              
In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after
demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or Issuing
Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous
Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return
Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender
or Issuing Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which
such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous
Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not
Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus
any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby
(together with the Borrower) deemed to execute and deliver an Assignment and Assumption Agreement with respect to such Erroneous
Payment Deficiency Assignment, and such Lender or Issuing Lender shall deliver any Notes evidencing such Loans to the Borrower or
the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment
Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or
Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or
assigning Issuing Lender shall cease to be a Lender or Issuing Lender, as applicable, hereunder with respect to such Erroneous
Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this
Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Lender and (iv) the
Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency
Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency
Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or
Issuing Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent
shall retain all other rights, remedies and claims against such Lender or Issuing Lender (and/or against any recipient that receives
funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments
of any Lender or Issuing Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In
addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof)
acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be
equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable
Lender, Issuing Lender or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the
 “Erroneous Payment Subrogation Rights”).


 



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(e)              
The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by
the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount
of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for
the purpose of making such Erroneous Payment.


 


(f)               
To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby
waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim
or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of
any defense based on “discharge for value” or any similar doctrine


 


(g)              
Each party’s obligations, agreements and waivers under this Section 11.15 shall survive the resignation or replacement of
the Administrative Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any
portion thereof) under any Loan Document.






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ARTICLE
12

MISCELLANEOUS


 


12.1         
Modifications, Amendments or Waivers. With the written consent of the Required Lenders (or as expressly provided by Section
5.17), the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time
to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of
the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement,
waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that
no such agreement, waiver or consent may be made which will:


 


(a)              
Increase of Commitment. Increase the amount of the Revolving Credit Commitment or Term Loan Commitment of any Lender hereunder
without the consent of such Lender;


 


(b)              
Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment. Whether or not any Loans
are outstanding, extend the Expiration Date or the scheduled time for payment of principal or interest of any Loan (excluding the due
date of any mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount
of or the stated rate of interest borne by any Loan (other than as a result of waiving the applicability of any post-default increase
in interest rates) or reduce the stated rate of the Commitment Fee or any other fee payable to any Lender, without the consent of each
Lender directly affected thereby (provided that any amendment or modification of defined terms used in the financial covenants of this
Agreement shall not constitute a reduction in the stated rate of interest or fees for purposes of this clause (b));


 


(c)              
Release of Collateral or Guarantor. Except for sales of assets permitted by Section 9.6, release all or substantially
all of the Collateral or release all or substantially all the value of the Guarantors from their Obligations under the Guaranty Agreement,
in each case without the consent of all Lenders (other than Defaulting Lenders);


 


(d)              
Class Voting. Directly and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently
from the rights of Lenders holding Commitments or Loans of any other Class without the written consent of the applicable Required Class
Lenders;


 


(e)               Miscellaneous.
Amend Section 5.4, Section 11.3, Section 5.5, Section 10.3 or this Section 12.1,
alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action
or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders;


 


provided that (i) no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative
Agent, the Issuing Lender, or the Swingline Loan Lender may be made without the written consent of the Administrative Agent, the
Issuing Lender or the Swingline Loan Lender, as applicable, and (ii) the Administrative Agent’s Letter may be amended, or
rights or privileges thereunder waived, in a writing executed only by the parties thereto, and provided, further,
that, if in connection with any proposed waiver, amendment or modification referred to in Sections 12.1(a) through 12.1(d)
above, there is a Non-Consenting Lender, then the Borrower shall have the right to replace any such Non-Consenting Lender with one
or more replacement Lenders pursuant to Section 5.13. 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 affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the
consent of such Defaulting Lender.


 






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Notwithstanding any provision herein to the contrary,
this Agreement may be amended to extend (x) the Expiration Date with respect to the Revolving Credit Commitments of Lenders under the
Revolving Credit Facility that agree to such extension with respect to their Revolving Credit Commitments with the written consent of
each such approving Lender, the Administrative Agent and the Borrower (and no other Lender) and, in connection therewith, to provide for
different rates of interest and fees under the Revolving Credit Facility with respect to the portion of the Revolving Credit Commitments
with an Expiration Date so extended; and/or (y) the Term Loan Maturity Date with respect to applicable Lenders that agree to such extension
with respect to their Term Loans with the written consent of each such approving Lender, the Administrative Agent and the Borrower (and
no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Term Loan Facility with respect
to the portion thereof with a Term Loan Maturity Date so extended; provided that in each such case any such proposed extension
of the Expiration Date or the Term Loan Maturity Date shall have been offered to each Lender with Loans or Commitments under the applicable
Facility proposed to be extended, and if the consents of such Lenders exceed the portion of Commitments and Loans the Borrower wishes
to extend, such consents shall be accepted on a pro rata basis among the applicable consenting Lenders. This paragraph shall apply
to any Incremental Term Loans in the same manner as it applies to the Term Loan Facility; provided that any such offer may, at
the Borrower’s option, be made to the Lenders in respect of any tranche or tranches of Incremental Term Loans and/or any Term Loan
Facility without being made to any other tranche of Incremental Term Loans or the Term Loan Facility, as the case may be.


 


In addition, notwithstanding the foregoing,
(a) with the consent of the Borrower, the Administrative Agent may amend, modify or supplement any Loan Document without the consent
of any Lender or the Required Lenders in order to correct or cure any ambiguity, inconsistency or defect or correct any
typographical or ministerial error in any Loan Document (provided that any such amendment, modification or supplement shall not be
materially adverse to the interests of the Lenders taken as a whole), and (b) without the consent of any Lender or the Borrower,
within a reasonable time after (i) the effective date of any increase or addition to, extension of or decrease from, the
 “Revolving Commitment Amount” set forth on Schedule 1.1(B), or (ii) any assignment by any Lender of some or all
of its “Revolving Commitment Amount” set forth on Schedule 1.1(B), the Administrative Agent shall, and is hereby
authorized to, revise Schedule 1.1(B) to reflect such change, whereupon such revised Schedule 1.1(B) shall replace the
old Schedule 1.1(B) and become part of this Agreement.


 


12.2         
No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent or any
Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future
exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof
or of any other right, power, remedy or privilege. The enumeration of the rights and remedies of the Administrative Agent and the Lenders
specified in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right
or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition
to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity
or by suit or otherwise. No reasonable delay or failure to take action on the part of the Administrative Agent or any Lender in exercising
any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed
to be a waiver of any Event of Default.


 






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12.3         
Expenses; Indemnity; Damage Waiver.


 


(a)               Costs
and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of
the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all
reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender
(including the fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the Issuing
Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other
Loan Documents, including its rights under this Section 12.3(a), or (B) in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the
Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books,
records and business properties.


 


(b)              
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the
Lead Arrangers, each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from (and shall reimburse each Indemnitee as the same are
incurred), any and all losses, claims, damages, liabilities and related expenses (limited
in case of legal fees and expenses to one counsel selected by the Administrative Agent for all Indemnitees taken as a whole and, if reasonably
necessary, a single local counsel selected by the Administrative Agent for all Indemnitees taken as a whole in each relevant material
jurisdiction and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each relevant
material jurisdiction for each group of similarly situated Indemnitees, and, if reasonably necessary, one regulatory counsel in
any material specialty), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other
Loan Party, or any affiliate of any such party) other than such Indemnitee and its Related Parties arising out of, in connection with,
or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party
or by the Borrower or any other Loan Party or any affiliate of any such party, and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted
from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower
or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other
Loan Document, if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined
by a court of competent jurisdiction. This Section 12.3(b) shall not apply with respect to Taxes other than any Taxes that represent
losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)               Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
paragraph (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof),
the Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to
the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case
may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in
respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or
the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to
pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving
Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further,
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Loan Lender in its
capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent),
the Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this
paragraph (b) are subject to the provisions of Section 2.2.


 






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(d)              
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, neither the Borrower nor any of
the Lenders shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter
of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 12.3(a) shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby, except to the extent such liability or damages are determined by a court of competent jurisdiction by final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.


 


(e)              
Payments. All amounts due under this Section 12.3 shall be payable not later than thirty (30) days after written
demand therefor.


 


(f)               
Survival. Each party’s obligations under this Section 12.3 shall survive the termination of the Loan Documents
and payment of the obligations hereunder.


 


12.4         
Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such
payment shall be due on the next Business Day (except as provided in Section 4.2) and such extension of time shall be included
in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration
Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated
to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and
such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.


 






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12.5         
Notices; Effectiveness; Electronic Communication


 


(a)              
 Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:


 


(i)       if
to the Borrower or any other Loan Party, to it at the address set forth on Schedule 1.1(B);


 


(ii)       if
to the Administrative Agent, to PNC Bank, National Association at the address set forth on Schedule 1.1(B);


 


(iii)       if
to PNC Bank, National Association in its capacity as Issuing Lender, to it at the address set forth on Schedule 1.1(B);


 


(iv)       if
to a Lender, to it at its address (or facsimile number) specified in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed
to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given
at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent
provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)              
Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered
or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to Article 2 or Article
3 if such Lender or Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under Article 2 or Article 3 by electronic communication. The Administrative Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i),
of notification that such notice or communication is available and identifying the website address therefor; provided that, for
both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.


 






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(c)              
Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications
hereunder by notice to the other parties hereto.


 


(d)              
Platform.


 


(i)       Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available
to the Issuing Lender and the other Lenders by posting the Communications on the Platform.


 


(ii)       The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy
of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied
or statutory, including, without limitation, 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 Communications or the Platform.
In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any
liability to the Borrower or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without
limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise)
arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through
the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other
material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed
to the Administrative Agent, any Lender or any Issuing Lender by means of electronic communications pursuant to this Section 12.5,
including through the Platform.


 


12.6         
Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to
the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction. Without limiting the foregoing provisions of this Section 12.6,
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, the Issuing Lender or the Swingline Loan Lender, as applicable,
then such provisions shall be deemed to be in effect only to the extent not so limited.


 


12.7          Duration;
Survival. All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive
the execution and delivery of this Agreement and the completion of the transactions hereunder, and shall continue in full force and
effect until the Facility Termination Date. All covenants and agreements of the Borrower contained herein relating to the payment of
principal, interest, premiums, additional compensation or expenses and indemnification, including those specified in the Notes, Section 5 and Section
12.3, shall survive the Facility Termination Date. All other covenants and agreements of the Loan Parties shall continue in full
force and effect from and after the Closing Date and until the Facility Termination Date.


 






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12.8         
Successors and Assigns.


 


(a)              
Successors and Assigns Generally. 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 neither the Borrower nor any other Loan Party
may assign or otherwise transfer any of its rights or obligations hereunder (including, in each case, by way of an LLC Division) without
the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 12.8(b), (ii) by way of participation
in accordance with the provisions of Section 12.8(d), or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of Section 12.8(e) (and any other attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in Section 12.8(d) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


 


(b)              
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (in each
case with respect to any Facility) any such assignment shall be subject to the following conditions:


 


(i)                
Minimum Amounts.


 


(A)       in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to
it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect
to such assignments) that equal at least the amount specified in Section 12.8(b)(i)(B) in the aggregate or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)       in
any case not described in Section 12.8(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the
Revolving Credit Commitment of the assigning Lender, or $2,500,000, in the case of the Term Loan of such assigning Lender, unless
each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed).


 






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(ii)            Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loan or the Commitment assigned provided, further, that the Borrower’s
consent shall not be required during the primary syndication of the Facilities, except that this clause (ii) 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.


 


(iii)           
Required Consents. No consent shall be required for any assignment except to the extent required by Section 12.8(b)(i)(B)
and, in addition:


 


(A)       the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has
occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further,
that the Borrower’s consent shall not be required during the primary syndication of the Facilities;


 


(B)       the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect
of (i) the Revolving Credit Facility or any unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person
that is not a Lender with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such
Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)       the
consent of the Issuing Lender and Swingline Loan Lender (such consent not to be unreasonably withheld or delayed) shall be required for
any assignment in respect of the Revolving Credit Facility.


 


(iv)            
Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500.00. The assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)               No
Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or
Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute a Defaulting Lender or a Subsidiary thereof.


 






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(vi)           No
Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or
trust for, or owned and operated for the primary benefit of, a natural Person).


 


(vii)         
Certain Additional Payments. 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 specified 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 Issuing Lender,
the Swingline Loan Lender and each other 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 and Swingline Loans in accordance with its Ratable 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.


 


(viii)       
Effectiveness; Release. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c),
from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of
a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement
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 4.4, 5.8, and 12.3 with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph 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 12.8(d).


 






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(c)              
 Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of
its offices in Pittsburgh, Pennsylvania a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent 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. The Register shall be available for inspection
by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)             Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any
Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (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 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 Administrative Agent, the Issuing Lender and Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for
the indemnity under Section 12.3 with respect to any payments made by such Lender to its Participant(s).


 


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree (other than as is
already provided for herein) to any amendment, modification or waiver with respect to Sections 12.1(a), 12.1(b), or 12.1(c)
that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.4, 5.8, 5.9
and 5.10 (subject to the requirements and limitations therein, including the requirements under Section 5.9(g) (it
being understood that the documentation required under Section 5.9(g) shall be delivered to the participating Lender)) to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.8(b); provided
that such Participant (A) agrees to be subject to the provisions of Section 5.13 as if it were an assignee under to Section
12.8(b); and (B) shall not be entitled to receive any greater payment under Sections 5.8 or 5.9, with respect to
any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each
Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with
the Borrower to effectuate the provisions of Section 5.13 with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.2(b) as though it were a Lender; provided that
such Participant agrees to be subject to Section 5.5 as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and
address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or
other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register.


 






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(e)              
Certain Pledges; Successors and Assigns Generally. Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; 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.


 


(f)               Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue
or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted
by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such
Lender.


 


(g)              Arrangers/Bookrunners. Notwithstanding anything to the contrary contained in this Agreement, the name of any arranger and/or
bookrunner listed on the cover page of this Agreement may be changed by the Administrative Agent to the name of any Lender or Lender’s
broker-dealer Affiliate, upon written request to the Administrative Agent by any such arranger and/or bookrunner and the applicable Lender
or Lender’s broker-deal Affiliate.


 


12.9         
Confidentiality.


 


(a)               General.
Each of the Administrative Agent, the Lenders and the Issuing Lender agree to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (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 required or requested by any regulatory authority purporting to have
jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), in which case, except for requests in connection with regulatory examinations, the Administrative Agent,
the Lenders and the Issuing Lender agree to inform the Borrower promptly thereof prior to disclosure to the extent lawfully
permitted to do so; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,
in which case, the Administrative Agent, the Lenders and the Issuing Lender agree to inform the Borrower promptly thereof prior to
disclosure to the extent lawfully permitted to do so; (d) to any other party hereto; (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially
the same as those of this Section 12.9, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related
Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its
obligations, this Agreement or payments hereunder; (g) to (i) any rating agency in connection with rating the Borrower or its
Subsidiaries or the Facilities or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to the Facilities; (h) with the consent of the Borrower; or (i) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section 12.9, or (y) becomes
available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower other than as a result of a breach of this Section 12.9. In addition, the
Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders
in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.


 






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For purposes of this Section
12.9, “Information” means all information received from Holdings or any of its Subsidiaries relating to Holdings
or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by Holdings or any of its Subsidiaries; provided
that, in the case of information received from Holdings or any of its Subsidiaries after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section 12.9 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


(b)              
Sharing Information With Affiliates of the Lenders. Each Loan Party acknowledges that from time to time financial advisory,
investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with
this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby
authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement
with any such Subsidiary or Affiliate of the Lender subject to the provisions of Section 12.9(a).


 


12.10     
Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)               Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative
Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof, including any prior confidentiality
agreements and commitments. Except as provided in Article 7, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.


 






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(b)              
Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption Agreement 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 recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.


 


12.11     
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a)              
Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether
in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any
other Loan Document, as expressly specified therein) and the transactions contemplated hereby and thereby shall be governed by, and construed
in accordance with, the law of the State of New York. Each standby Letter of Credit issued under this Agreement shall be subject, as applicable,
to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce
(the “ICC”) at the time of issuance (“UCP”) or the rules of the International Standby Practices
(ICC Publication Number 590) (“ISP98”), as determined by the Issuing Lender, and each trade Letter of Credit shall
be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the State of New York without regard to its
conflict of laws principles.


 


The Borrower and each
other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind
or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender,
the Issuing Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the
transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and
of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the
parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of
any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent
permitted by applicable law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such
action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.  Nothing in this Agreement or in any other Loan Document shall affect any right that the
Administrative Agent, any Lender or any Issuing Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any
jurisdiction.


 






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(b)              Waiver
of Venue. The Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable
law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in Section 12.11(a). Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


(c)              
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.5.
Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law.


 


(d)             WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 12.8(d).


 


12.12     
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject
to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by:


 


(a)              
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(i)               the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(ii)             a reduction in full or in part or cancellation of any such liability;


 


(iii)           
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected 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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(b)              
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable
Resolution Authority.


 


12.13     
USA PATRIOT Act Notice. 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 Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to
obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan Parties
and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with
the USA PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation
and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
 “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.


 


12.14     
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Lender Provided Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit
Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that
the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United
States or any other state of the United States):


 


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


 






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(b)              
As used in this Section 12.14, the following terms have the following meanings:


 


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


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


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


 


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


 


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    153


     


    

 


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


 


	BORROWER:	SAFARILAND, LLC,
	 	a Delaware limited liability company
	 
	 	By:	 /s/ Blaine Browers
	 	Name:	Blaine Browers
	 	Title:	Chief Financial Officer
	 
	GUARANTORS:	CADRE HOLDINGS, INC.,
	 	a Delaware corporation
	 
	 	By:	 /s/ Blaine Browers
	 	Name:	 Blaine Browers
	 	Title:	 Chief Financial Officer
	 
	 	SAFARILAND GLOBAL SOURCING, LLC,
	 	a Delaware limited liability company
	 
	 	By:	/s/ Blaine Browers
	 	Name:	Blaine Browers
	 	Title:	Chief Financial Officer
	 
	 	GH ARMOR SYSTEMS INC.,
	 	a Delaware corporation
	 
	 	By:	 /s/ Blaine Browers
	 	Name:	Blaine Browers
	 	Title:	 Chief Financial Officer




 



     


     


    

 


	 	HORSEPOWER, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Blaine Browers
	 	Name:	 Blaine Browers
	 	Title: 	Chief Financial Officer
	 	 
	 	SENCAN HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Blaine Browers
	 	Name: 	Blaine Browers
	 	Title: 	Chief Financial Officer
	 	 
	 	MED-ENG, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Blaine Browers
	 	Name: 	Blaine Browers
	 	Title: 	Chief Financial Officer
	 	 
	 	ATLANTIC TACTICAL, INC.,
	 	a Pennsylvania corporation
	 	 
	 	By: 	/s/ Blaine Browers
	 	Name:	 Blaine Browers
	 	Title: 	Chief Financial Officer
	 	 
	 	SAFARILAND DISTRIBUTION, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 /s/ Blaine Browers
	 	Name: 	Blaine Browers
	 	Title:	 Chief Financial Officer
	 	 
	 	UNITED UNIFORM DISTRIBUTION,
    LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Blaine Browers
	 	Name:	 Blaine Browers
	 	Title: 	Chief Financial Officer




 



     


     


    

 


	 	LAWMEN’S DISTRIBUTION,
    LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Blaine Browers
	 	Name:	 Blaine Browers
	 	Title:	 Chief Financial Officer
	 	 
	 	DEFENSE TECHNOLOGY, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Blaine Browers
	 	Name: 	Blaine Browers
	 	Title: 	Chief Financial Officer




 



     


     


    

 


	ADMINISTRATIVE AGENT:	PNC BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent, Swingline Loan Lender,

 Issuing Lender and a Lender
	 
	 	By:	/s/ Brian Keeney
	 	Name:	Brian Keeney
	 	Title:	Senior Vice President




 






     


     


    

 


	LENDERS:	BANK OF AMERICA, N.A.,
	 	as a Lender
	 
	 	By:	 /s/ Stephen M. Goldman
	 	Name:	Stephen M. Goldman
	 	Title:	Senior Vice President




 






     


     


    

 


	 	REGIONS BANK,
	 	as a Lender
	 	 
	 	By:	 /s/ Tyler Tirpak
	 	Name:	 Tyler Tirpak
	 	Title: 	Associate




 






     


     


    

	 	 
	 	TRUIST BANK,
	 	as a Lender
	 	 
	 	By:	 /s/ Thomas Parrott
	 	Name:	 Thomas Parrott
	 	Title:	 Managing Director




 






     


     


    

 


	 	SOUTH STATE BANK, N.A.,
	 	as a Lender
	 	 
	 	By: 	/s/ Michael P. Butler
	 	Name: 	Michael P. Butler
	 	Title: 	Senior Vice President