Exhibit 10.4


 





 



 


	 	 




 


AMENDED AND RESTATED CREDIT AGREEMENT



dated as of



August 2, 2021



among



STAGWELL MARKETING GROUP LLC,

MIDAS OPCO HOLDINGS LLC, and

MAXXCOM LLC,

as Borrowers,


 


The other parties from time to time party hereto
as Borrowers,



The other Loan Parties from time to time party hereto,



The Lenders Party Hereto



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, and



THE OTHER AGENTS PARTY HERETO



 


 


 






 


JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, BANK OF AMERICA, N.A. and 

CITIZENS BANK, N.A.

as Joint Bookrunners and Joint Lead Arrangers,


 


and


 


M&T BANK and FIFTH THIRD BANK, N.A.

as Co-Documentation Agents


 





 



 






     


     


    

 


TABLE OF CONTENTS




 




	 	 	Page
	 	 	 
	ARTICLE I	Definitions	1



 


	 	SECTION 1.01.	Defined Terms	1
	 	 	 	 
	 	SECTION 1.02.	Classification of Loans and Borrowings	43
	 	 	 	 
	 	SECTION 1.03.	Terms Generally	44
	 	 	 	 
	 	SECTION 1.04.	Accounting Terms; GAAP	44
	 	 	 	 
	 	SECTION 1.05.	Pro Forma Adjustments for Acquisitions and Dispositions	45
	 	 	 	 
	 	SECTION 1.06.	Rounding	45
	 	 	 	 
	 	SECTION 1.07.	Interest Rates; LIBOR Notification	45
	 	 	 	 
	 	SECTION 1.08.	Divisions	46



 


	ARTICLE II	The Credits	46



 


	 	SECTION 2.01.	Commitments	46
	 	 	 	 
	 	SECTION 2.02.	Loans and Borrowings	46
	 	 	 	 
	 	SECTION 2.03.	Requests for Borrowings	47
	 	 	 	 
	 	SECTION 2.04.	[Section Intentionally Omitted]	48
	 	 	 	 
	 	SECTION 2.05.	Swingline Loans	48
	 	 	 	 
	 	SECTION 2.06.	Letters of Credit	49
	 	 	 	 
	 	SECTION 2.07.	Funding of Borrowings	53
	 	 	 	 
	 	SECTION 2.08.	Interest Elections	53
	 	 	 	 
	 	SECTION 2.09.	Termination and Reduction of Commitments; Increase in Revolving Commitments	55
	 	 	 	 
	 	SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt	57
	 	 	 	 
	 	SECTION 2.11.	Prepayment of Loans	57
	 	 	 	 
	 	SECTION 2.12.	Fees	58
	 	 	 	 
	 	SECTION 2.13.	Interest	59
	 	 	 	 
	 	SECTION 2.14.	Alternate Rate of Interest	60
	 	 	 	 
	 	SECTION 2.15.	Increased Costs	63
	 	 	 	 
	 	SECTION 2.16.	Break Funding Payments	65
	 	 	 	 
	 	SECTION 2.17.	Withholding of Taxes; Gross-Up	65
	 	 	 	 
	 	SECTION 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Setoffs	69
	 	 	 	 
	 	SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	71
	 	 	 	 
	 	SECTION 2.20.	Defaulting Lenders	72
	 	 	 	 
	 	SECTION 2.21.	Returned Payments	74
	 	 	 	 
	 	SECTION 2.22.	Banking Services and Swap Agreements	75




 






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(continued)


 


	 	 	Page
	 	 	 
	ARTICLE III	Representations and Warranties	75



 


	 	SECTION 3.01.	Organization; Powers	75
	 	 	 	 
	 	SECTION 3.02.	Authorization; Enforceability	75
	 	 	 	 
	 	SECTION 3.03.	Governmental Approvals; No Conflicts	75
	 	 	 	 
	 	SECTION 3.04.	Financial Condition; No Material Adverse Change	76
	 	 	 	 
	 	SECTION 3.05.	Properties	76
	 	 	 	 
	 	SECTION 3.06.	Litigation and Environmental Matters	76
	 	 	 	 
	 	SECTION 3.07.	Compliance with Laws and Agreements; No Default	77
	 	 	 	 
	 	SECTION 3.08.	Investment Company Status	77
	 	 	 	 
	 	SECTION 3.09.	Taxes	77
	 	 	 	 
	 	SECTION 3.10.	ERISA	77
	 	 	 	 
	 	SECTION 3.11.	Disclosure	77
	 	 	 	 
	 	SECTION 3.12.	Material Agreements	77
	 	 	 	 
	 	SECTION 3.13.	Solvency	78
	 	 	 	 
	 	SECTION 3.14.	Insurance	78
	 	 	 	 
	 	SECTION 3.15.	Capitalization and Subsidiaries	78
	 	 	 	 
	 	SECTION 3.16.	Security Interest in Collateral	78
	 	 	 	 
	 	SECTION 3.17.	Employment Matters	78
	 	 	 	 
	 	SECTION 3.18.	Margin Regulations	78
	 	 	 	 
	 	SECTION 3.19.	Use of Proceeds	79
	 	 	 	 
	 	SECTION 3.20.	No Burdensome Restrictions	79
	 	 	 	 
	 	SECTION 3.21.	Anti-Corruption Laws and Sanctions	79
	 	 	 	 
	 	SECTION 3.22.	Affiliate Transactions	79
	 	 	 	 
	 	SECTION 3.23.	Affected Financial Institutions	79
	 	 	 	 
	 	SECTION 3.24.	Plan Assets; Prohibited Transactions	79
	 	 	 	 
	 	SECTION 3.25.	Common Enterprise	79
	 	 	 	 
	 	SECTION 3.26.	Covered Entity	80
	 	 	 	 
	 	SECTION 3.27.	Beneficial Ownership	80



 


	ARTICLE IV	Conditions	80



 


	 	SECTION 4.01.	Restatement Date	80
	 	 	 	 
	 	SECTION 4.02.	Each Credit Event	83




 






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TABLE OF CONTENTS 

(continued)


 


	 	 	Page
	 	 	 
	ARTICLE V	Affirmative Covenants	84



 


	 	SECTION 5.01.	Financial Statements and Other Information	84
	 	 	 	 
	 	SECTION 5.02.	Notices of Material Events	85
	 	 	 	 
	 	SECTION 5.03.	Existence; Conduct of Business	86
	 	 	 	 
	 	SECTION 5.04.	Payment of Obligations	86
	 	 	 	 
	 	SECTION 5.05.	Maintenance of Properties	86
	 	 	 	 
	 	SECTION 5.06.	Books and Records; Inspection Rights	86
	 	 	 	 
	 	SECTION 5.07.	Compliance with Laws and Material Contractual Obligations	86
	 	 	 	 
	 	SECTION 5.08.	Use of Proceeds	87
	 	 	 	 
	 	SECTION 5.09.	Accuracy of Information	87
	 	 	 	 
	 	SECTION 5.10.	Insurance	87
	 	 	 	 
	 	SECTION 5.11.	Casualty and Condemnation	88
	 	 	 	 
	 	SECTION 5.12.	People With Significant Control Regime (United Kingdom)	88
	 	 	 	 
	 	SECTION 5.13.	Depository Banks	88
	 	 	 	 
	 	SECTION 5.14.	Additional Collateral; Further Assurances	88
	 	 	 	 
	 	SECTION 5.15.	Post-Closing Requirements	89
	 	 	 	 



 


	ARTICLE VI	Negative Covenants	90



 


	 	SECTION 6.01.	Indebtedness	90
	 	 	 	 
	 	SECTION 6.02.	Liens	91
	 	 	 	 
	 	SECTION 6.03.	Fundamental Changes	92
	 	 	 	 
	 	SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	93
	 	 	 	 
	 	SECTION 6.05.	Asset Sales	95
	 	 	 	 
	 	SECTION 6.06.	Sale and Leaseback Transactions	96
	 	 	 	 
	 	SECTION 6.07.	Swap Agreements	97
	 	 	 	 
	 	SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	97
	 	 	 	 
	 	SECTION 6.09.	Transactions with Affiliates	99
	 	 	 	 
	 	SECTION 6.10.	Restrictive Agreements	99
	 	 	 	 
	 	SECTION 6.11.	Amendment of Material Documents	100
	 	 	 	 
	 	SECTION 6.12.	Financial Covenants	100



 


	ARTICLE VII	Events of Default	101




 






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(continued) 


 


	 	 	Page
	 	 	 
	ARTICLE VIII	The Administrative Agent	103



 


	 	SECTION 8.01.	Appointment	103
	 	 	 	 
	 	SECTION 8.02.	Rights as a Lender	104
	 	 	 	 
	 	SECTION 8.03.	Duties and Obligations	104
	 	 	 	 
	 	SECTION 8.04.	Reliance	104
	 	 	 	 
	 	SECTION 8.05.	Actions through Sub-Agents	104
	 	 	 	 
	 	SECTION 8.06.	Resignation	105
	 	 	 	 
	 	SECTION 8.07.	Acknowledgements of Lenders and Issuing Banks	105
	 	 	 	 
	 	SECTION 8.08.	Other Agency Titles	107
	 	 	 	 
	 	SECTION 8.09.	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	107
	 	 	 	 
	 	SECTION 8.10.	Credit Bidding	108
	 	 	 	 
	 	SECTION 8.11.	Certain ERISA Matters	108
	 	 	 	 
	 	SECTION 8.12.	Flood Laws	110
	 	 	 	 
	 	SECTION 8.13.	Erroneous Payments	110



 


	ARTICLE IX	Miscellaneous	110



 


	 	SECTION 9.01.	Notices	110
	 	 	 	 
	 	SECTION 9.02.	Waivers; Amendments	113
	 	 	 	 
	 	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	115
	 	 	 	 
	 	SECTION 9.04.	Successors and Assigns	117
	 	 	 	 
	 	SECTION 9.05.	Survival	121
	 	 	 	 
	 	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	121
	 	 	 	 
	 	SECTION 9.07.	Severability	122
	 	 	 	 
	 	SECTION 9.08.	Right of Setoff	122
	 	 	 	 
	 	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	123
	 	 	 	 
	 	SECTION 9.10.	WAIVER OF JURY TRIAL	123
	 	 	 	 
	 	SECTION 9.11.	Headings	123
	 	 	 	 
	 	SECTION 9.12.	Confidentiality	124
	 	 	 	 
	 	SECTION 9.13.	Several Obligations; Nonreliance; Violation of Law	125
	 	 	 	 
	 	SECTION 9.14.	USA PATRIOT Act	125
	 	 	 	 
	 	SECTION 9.15.	Disclosure	125
	 	 	 	 
	 	SECTION 9.16.	Appointment for Perfection	125
	 	 	 	 
	 	SECTION 9.17.	Interest Rate Limitation	125
	 	 	 	 
	 	SECTION 9.18.	Marketing Consent	125
	 	 	 	 
	 	SECTION 9.19.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	126




 






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(continued)


 


	 	 	 	Page
	 	 	 	 
	 	SECTION 9.20.	Judgment Currency	126
	 	 	 	 
	 	SECTION 9.21.	Acknowledgement Regarding Any Supported QFCs	126
	 	 	 	 
	 	SECTION 9.22.	No Fiduciary Duty, etc	127
	 	 	 	 
	 	SECTION 9.23.	Mortgaged Real Property	127
	 	 	 	 
	 	SECTION 9.24.	Joint and Several	128
	 	 	 	 
	 	SECTION 9.25.	Amendment and Restatement	128



 


	ARTICLE X	Loan Guaranty	129



 


	 	SECTION 10.01.	Guaranty	129
	 	 	 	 
	 	SECTION 10.02.	Guaranty of Payment	130
	 	 	 	 
	 	SECTION 10.03.	No Discharge or Diminishment of Loan Guaranty	130
	 	 	 	 
	 	SECTION 10.04.	Defenses Waived	130
	 	 	 	 
	 	SECTION 10.05.	Rights of Subrogation	131
	 	 	 	 
	 	SECTION 10.06.	Reinstatement; Stay of Acceleration	131
	 	 	 	 
	 	SECTION 10.07.	Information	131
	 	 	 	 
	 	SECTION 10.08.	Termination	131
	 	 	 	 
	 	SECTION 10.09.	Taxes	131
	 	 	 	 
	 	SECTION 10.10.	Maximum Liability	132
	 	 	 	 
	 	SECTION 10.11.	Contribution	132
	 	 	 	 
	 	SECTION 10.12.	Liability Cumulative	133
	 	 	 	 
	 	SECTION 10.13.	Keepwell	133



 


	ARTICLE XI	The Borrower Representative	133



 


	 	SECTION 11.01.	Appointment; Nature of Relationship	133
	 	 	 	 
	 	SECTION 11.02.	Powers	133
	 	 	 	 
	 	SECTION 11.03.	Employment of Agents	133
	 	 	 	 
	 	SECTION 11.04.	Notices	134
	 	 	 	 
	 	SECTION 11.05.	Successor Borrower Representative	134
	 	 	 	 
	 	SECTION 11.06.	Execution of Loan Documents	134
	 	 	 	 




 






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TABLE OF CONTENTS


 


Page


 


SCHEDULES:


 


Commitment Schedule


Schedule 1.01 – Banking Services and
Swap Agreements


Schedule 1.01(b) – Existing Letters
of Credit


Schedule 3.05 – Properties etc.


Schedule 3.06 – Disclosed Matters


Schedule 3.09 – Taxes


Schedule 3.12 – Material Agreements


Schedule 3.14 – Insurance


Schedule 3.15 – Capitalization and
Subsidiaries


Schedule 3.22 – Affiliate Transactions


Schedule 5.15 – Post-Closing Requirements


Schedule 6.01 – Existing Indebtedness


Schedule 6.02 – Existing Liens


Schedule 6.04 – Existing Investments


Schedule 6.10 – Existing Restrictions


 


EXHIBITS:


 


Exhibit A – Assignment and Assumption


Exhibit B – Borrowing Request


Exhibit C-1 – U.S. Tax Compliance
Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit C-2 – U.S. Tax Compliance
Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit C-3 – U.S. Tax Compliance
Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit C-4 – U.S. Tax Compliance
Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D – Compliance Certificate


Exhibit E – Joinder Agreement


Exhibit F – Business Combination Transaction
Step Plan


 






    -vi- 


     


    

 



 


AMENDED AND RESTATED CREDIT
AGREEMENT dated as of August 2, 2021 (as it may be amended or modified from time to time, this “Agreement”), among
STAGWELL MARKETING GROUP LLC (“Stagwell Marketing”), MIDAS OPCO HOLDINGS LLC (“MDC Partners”), MAXXCOM
LLC (“Maxxcom”; together with Stagwell Marketing, MDC Partners and Maxxcom, each individually and collectively, a “Borrower”
and the “Borrowers” as the context requires), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN
CHASE BANK, N.A., as Administrative Agent.


 


WHEREAS, Stagwell Marketing,
as Borrower (the “Existing Borrower”), the other Loan Parties party thereto, the Lenders party thereto (the “Existing
Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of November 18, 2019 (the “Original
Effective Date”) (as amended, restated, supplemented, or otherwise modified from time to time prior to the Restatement Date,
the “Existing Credit Agreement”), pursuant to which the Existing Lenders have agreed to make available to the Borrower
certain loans and other financial accommodations;


 


WHEREAS, in connection with
the Existing Credit Agreement, the Existing Borrower and certain of its affiliates executed and delivered the Collateral Documents (as
defined in the Existing Credit Agreement) in favor of the Administrative Agent to secure the payment and performance of the Obligations
(as defined in the Existing Credit Agreement);


 


WHEREAS, the Borrowers, the
other Loan Parties, the Lenders, and the Administrative Agent wish to amend and restate the Existing Credit Agreement, subject to the
terms and conditions set forth herein; and


 


WHEREAS, (i) the Borrowers,
the other Loan Parties, the Lenders, and the Administrative Agent intend that (a) this Agreement amend and restate the Existing Credit
Agreement without causing a substitution, refinancing or novation of the existing obligations thereunder, and (b) the Existing Borrower’s
and the Loan Parties’ obligations under the Existing Credit Agreement shall continue to exist under, and to be evidenced by, this
Agreement and (ii) each Loan Party (as defined herein) acknowledges and agrees that the security interests and Liens (as defined in the
Existing Credit Agreement) granted to the Administrative Agent pursuant to the Existing Credit Agreement and the Collateral Documents
(as defined in the Existing Credit Agreement), shall remain outstanding and in full force and effect, without interruption or impairment
of any kind, in accordance with the Existing Credit Agreement, and shall continue to secure the Obligations (as defined herein);


 


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained, the Borrowers, the other Loan Parties, the Lenders, and
the Administrative Agent agree that the Existing Credit Agreement shall be amended and restated in its entirety as follows:


 


ARTICLE
I


 


Definitions


 


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


 


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


 


“Account”
has the meaning assigned to such term in the Security Agreement.


 






    1


     


    

 


“Account Debtor”
means any Person obligated on an Account.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the Restatement Date, by which any Loan Party (a)
acquires any going business or all or substantially all of the assets of any Person, 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 Equity Interests of a Person which has ordinary voting power for the election of directors or other similar
management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a
majority of the outstanding Equity Interests of a Person.


 


“Additional Lender”
means, at any time, any bank, other financial institution or investor that, in any case, is not an existing Lender, but would not be prohibited
to become party hereto as a Lender through assignment, and that agrees to provide any portion of any increase in the Revolving Commitments
in accordance with Section 2.09; provided that each Additional Lender shall be subject to the approval of the Administrative
Agent (such approval not to be unreasonably withheld, delayed or conditioned), to the extent any such consent would be required from Agent
under Section 9.04 for an assignment of Loans to such Additional Lender.


 


“Adjusted EURIBOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Euro for any Interest Period, an interest rate per
annum equal to (a)  the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that,
if the Adjusted EURIBOR Rate shall be less than 0.00%, such rate shall be deemed to be 0.00%.


 


“Adjusted LIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate; provided that, if the Adjusted LIBO Rate shall be less than 0.00%, such rate shall be deemed to be 0.00%.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


“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 specified Person.


 


“Aggregate Credit
Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time.


 


“Aggregate Revolving
Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline Exposure
of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such
time).


 


“Agreed Currencies”
means Dollars and each Alternative Currency.


 






    2


     


    

 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on
such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business
Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any
day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the LIBO Interpolated
Rate) at approximately 11:00 a.m. London time on such day.  Any change in the Alternate Base Rate due to a change in the Prime Rate,
the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the
NYFRB Rate or the Adjusted LIBO Rate, respectively.  If the Alternate Base Rate is being used as an alternate rate of interest pursuant
to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then
the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. 
For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall
be deemed to be 1.00% for purposes of this Agreement.


 


“Alternative Currency”
means Sterling or Euro.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any Affiliate of any Borrower
from time to time concerning or relating to bribery or corruption.


 


“Anti-Terrorism Laws”
means all laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and
any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from
time to time.


 


“Applicable Parties”
has the meaning assigned to it in Section 9.01(d).


 


“Applicable Percentage”
means, at any time with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s Revolving
Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such time (provided that, if the Revolving
Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate
Revolving Exposure at such time); provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting
Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations above.


 


“Applicable Rate”
means, for any day, with respect to any ABR Loan or Term Benchmark Revolving Loan, RFR Revolving Loan or CBR Loan, or with respect to
the Letter of Credit Fee and the Commitment Fee payable hereunder, as the case may be, the applicable rate per annum set forth below under
the caption “ABR Spread”, “Term Benchmark Spread”, “RFR Spread”, “CBR Spread” or “Commitment
Fee”, as the case may be, based upon the Company’s Total Leverage Ratio as of the most recent determination date, provided
that until the delivery to the Administrative Agent, pursuant to Section 5.01, of the Company’s consolidated financial
information for the Company’s first fiscal quarter ending after the Restatement Date, the “Applicable Rate” shall be
the applicable rates per annum set forth below in Category 4:


 


	Total
    Leverage Ratio	 	ABR
    Spread	 	 	Term
    Benchmark
 Spread	 	 	RFR
    Spread	 	 	CBR
    Spread	 	 	Commitment
    Fee	 
	Category 1 < 1.75 to 1.0
	 	 	0.5000	%	 	 	1.5000	%	 	 	1.5326	%	 	 	1.5326	%	 	 	0.1500	%
	Category 2 ≥1.75 to 1.0 but <2.75 to
                                                                        1.0
	 	 	0.7500	%	 	 	1.7500	%	 	 	1.7826	%	 	 	1.7826	%	 	 	0.2000	%
	Category 3 ≥2.75 to 1.0 but <3.75 to
                                                                        1.0
	 	 	1.0000	%	 	 	2.0000	%	 	 	2.0326	%	 	 	2.0326	%	 	 	0.2500	%
	Category 4 ≥3.75 to 1.0
	 	 	1.2500	%	 	 	2.2500	%	 	 	2.2826	%	 	 	2.2826	%	 	 	0.3000	%



 






    3


     


    

 


For purposes of the foregoing, (a) the
Applicable Rate shall be determined as of the end of each fiscal quarter of the Company, based upon the Company’s annual or quarterly
consolidated financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting
from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the
Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the
effective date of the next such change, provided that at the option of the Administrative Agent or at the request of the Required
Lenders, if the Borrowers fail to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant
to Section 5.01, the Total Leverage Ratio shall be deemed to be in Category 4 during the period from the expiration of
the time for delivery thereof until such consolidated financial statements are delivered.


 


If at any time the Administrative Agent determines
that the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement, fraud or otherwise)
or any ratio or compliance information in a Compliance Certificate or other certification was incorrectly calculated, relied on incorrect
information or was otherwise not accurate, true or correct, the Borrowers shall be required to retroactively pay any additional amount
that the Borrowers would have been required to pay if such financial statements, Compliance Certificate or other information had been
accurate and/or computed correctly at the time they were delivered.


 


“Approved Electronic
Platform” has the meaning assigned to it in Section 9.01(d).


 


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


 


“Assignment and Assumption”
means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form
(including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.


 


“Assumed Tax
Liability” means, with respect to any member of the Company as of any Tax Distribution Date, an amount equal to the
federal, state and local income taxes (including any applicable estimated taxes) reasonably estimated in good faith would be due
from such member for all taxable periods (or portions thereof) of ending on such Tax Distribution Date, (i) assuming such member
were a corporation who earned solely the items of income, gain, deduction, loss, and/or credit allocated to such member for such
taxable periods (or portions thereof) and (ii) assuming that such member is subject to tax at the Assumed Tax Rate. For purposes of
determining the Assumed Tax Liability of any member, any adjustments by reason of Sections 734 or 743 of the Code shall not be taken
into account.


 






    4


     


    

 


“Assumed Tax Rate”
means, for any taxable period, the highest marginal effective rate of federal, state, local and non-U.S. income tax applicable to PublicCo
for such taxable period.


 


“Available Amount
Basket” means, as of any date of determination (the “Available Amount Reference Date”), an amount equal to,
without duplication:


 


(a) the greater of (i) 25%
of EBITDA for the trailing four fiscal quarter period and (ii) $80,000,000;


 


plus 


 


(b) 50% of Net Income for
such trailing four fiscal quarter period (which shall not be less than zero);


 


less


 


(c) an amount equal to the
sum, without duplication, of the following:


 


(i)       the
aggregate amount of all investments made by any Borrower or any Subsidiary pursuant to Section 6.04(c)(B) and Section 6.04(n),
in each case, after the Restatement Date and prior to the Available Amount Reference Date during such trailing four fiscal quarter period
in reliance on the Available Amount Basket; plus


 


(ii)       the
aggregate amount of all Restricted Payments made by any Loan Party or any Subsidiary pursuant to Section 6.08(a)(vi) after
the Restatement Date and prior to the Available Amount Reference Date during such trailing four fiscal quarter period in reliance on the
Available Amount Basket; plus


 


(iii)        the
aggregate amount of all loans or advances made by any Loan Party to any Subsidiary or any Affiliate of a Loan Party or any joint venture
of a Loan Party and made by any Subsidiary or any Affiliate to a Loan Party or any other Subsidiary pursuant to Section 6.04(d)(B)
after the Restatement Date and prior to the Available Amount Reference Date during such trailing four fiscal quarter period in reliance
on the Available Amount Basket; plus


 


(iv)       the
aggregate amount of all Guarantees constituting Indebtedness permitted by Section 6.01 that are given pursuant to Section 6.04(e)
after the Restatement Date and prior to the Available Amount Reference Date during such trailing four fiscal quarter period in reliance
on the Available Amount Basket;


 


provided, that, the
amount of Restricted Payments, investments, loans or advances, and Guarantees permitted to be made in respect of any fiscal year under
the Available Amount Basket shall be (x) determined on a quarterly basis and (y) increased by the unused amount of the Available Amount
Basket that was permitted to be made during the two immediately preceding fiscal years, without giving effect to any carryover amount
from any prior fiscal year. The Available Amount Basket in any fiscal year shall be deemed to use first, the amount carried forward to
such fiscal year from the year ended two years prior to such fiscal year, and second, the amount carried forward to such fiscal year from
the immediately prior fiscal year.


 






    5


     


    

 


“Availability”
means, at any time, an amount equal to (a) the aggregate Revolving Commitments minus (b) the Aggregate Revolving Exposure
(calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding
Borrowings).


 


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


 


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


 


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


 


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


 


“Banking Services”
means (a) each and any of the following bank services provided to any Loan Party or any Subsidiary by any Persons that are or were at
the time of entering into the relevant Banking Services Lenders or their respective Affiliates: (i) credit cards for commercial customers
(including, without limitation, “commercial credit cards” and purchasing cards), (ii) stored value cards, (iii) merchant processing
services, and (iv) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions,
return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services) and (b) the bank services
provided to any Loan Party or any Subsidiary set forth on Schedule 1.01 as of the Restatement Date.


 


“Banking Services
Obligations” means any and all obligations of the Loan Parties or their Subsidiaries, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services.


 


“Bankruptcy
Event” means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any such proceeding or appointment, or has had any order for relief in such proceeding entered in respect thereof, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such
Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on
its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any
contracts or agreements made by such Person.


 






    6


     


    

 


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


 


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


 


(1)        in
the case of any Loan denominated in Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment,


 


(2)       in
the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment, and


 


(3)        the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower Representative 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 syndicated credit
facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;


 


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


 


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


 






    7


     


    

 


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


 


(1) for purposes of clauses
(1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined
by the Administrative Agent:


 


(a) the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference
Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental
Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;


 


(b) the spread adjustment
(which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest
Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index
cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2) for purposes of clause
(3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower Representative
for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable
Agreed Currency at such time;


 


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


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative
or operational matters) that the Administrative Agent decides in its reasonable discretion and in good faith 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 in good faith that no market practice for the administration
of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides in good faith is reasonably
necessary in connection with the administration of this Agreement and the other Loan Documents).


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(2) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used
in the calculation thereof), the Federal Reserve Board, the NYFRB, the central bank for the Agreed Currency applicable to such
Benchmark, 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), in each case 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


 






    9


     


    

 


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


 


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


 


“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark
Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section
2.14.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.


 


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


 


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


 


“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.


 


“Borrower”
or “Borrowers” means, individually and collectively as the context may require, the Company and each Person from time
to time who becomes party hereto as a borrower pursuant to Section 5.14.


 


“Borrower Representative”
has the meaning assigned to such term in Section 11.01.


 


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


 


“Borrowing Request”
means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03, which shall be substantially in
the form of Exhibit B hereto or any other form approved by the Administrative Agent.


 


“Burdensome Restrictions”
means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.


 






    10


     


    

 


“Business Combination”
means the contribution by Stagwell Media LP to MDC Partners of 100% of the membership interests of Holdings in exchange for the issuance
by MDC Partners to Stagwell Media LP of a majority of the outstanding equity interests of MDC Partners in consideration for such contribution
and the related transactions, and including the termination of the MDC Credit Agreement Documents, each as further detailed and described
in the MDC Acquisition Documents and substantially in the form of the steps outlined in that certain slide deck titled “Project
Midas – Transaction Step Plan”, dated as of June 21, 2021, attached hereto as Exhibit F.


 


“Business Day”
means:


 


(a)               
for all purposes of this Agreement (other than purposes expressly set forth in clauses (b) and (c) of this definition), any day
that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Term Benchmark Loan, the term “Business Day” shall also exclude any day
on which banks are not open for general business in London;


 


(b)               
solely for the purposes of Borrowing Requests and interest rate settings as to a Sterling Loan and any fundings, disbursements,
settlements and payments of any Sterling Loan, any day other than (i) a day on which commercial banks are authorized to close under the
laws of, or are in fact closed in London, England, and (ii) a day on which banks are not open for dealings in deposits in Sterling in
the London interbank market; and


 


(c)               
solely for the purposes of interest rate settings as to a Euro Loan and any fundings, disbursements, settlements and payments of
any Euro Loan, any day other than (i) a day on which commercial banks are authorized to close under the laws of, or are in fact closed
in London, England, (ii) a day on which banks are not open for dealings in deposits in Euro in the London interbank market, and (iii)
a day on which the TARGET2 payment system is not open for the settlement of payments in Euro.


 


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


 


“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.


 


“Central Bank Rate”
means, (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank
Rate” as published by the Bank of England (or any successor thereto) from time to time, and (b) Euro, one of the following three
rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations
of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing
operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto)
from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published
by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking
system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and
(ii) 0.00%; plus (B) the applicable Central Bank Rate Adjustment.


 






    11


     


    

 


“Central Bank Rate
Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which
the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such
period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, and
(b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of SONIA for the five
most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest
SONIA applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the
last RFR Business Day in such period. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding
clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate, as applicable,
on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a
maturity of one month (or, in the event the EURIBOR Screen Rate, as applicable, for deposits in the applicable Agreed Currency is not
available for such maturity of one month, shall be based on the EURIBOR Interpolated Rate, as applicable, as of such time); provided that
if such rate shall be less than 0.00%, such rate shall be deemed to be 0.00%.


 


“Cash Equivalents”
means:


 


(a) direct obligations of,
or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year from the date of acquisition
thereof;


 


(b) investments in commercial
paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;


 


(c) investments in certificates
of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed
by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under
the laws of the U.S. or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;


 


(d) fully collateralized repurchase
agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above; and


 


(e) money market funds that
(i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii)
are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


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


 


“CFC Holdco”
means a domestic Subsidiary of a Borrower with no material assets other than capital stock (and debt securities, if any) of one or more
foreign Subsidiaries that are CFCs, or of other CFC Holdcos.


 


“Change in
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, but excluding any employee benefit plan of such person or its subsidiaries, and any person or
entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more of the
Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act
of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such
person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of 40% or more of the Equity Interests of PublicCo entitled to vote for
members of the board of directors or equivalent governing body of PublicCo on a fully-diluted basis, (and taking into account all
such Equity Interests that such person or group has the right to acquire pursuant to any option right); (b) PublicCo shall cease to
Control the Company; (c) PublicCo and the Permitted Holders, individually or collectively, shall cease to own, directly or
indirectly, free and clear of all Liens or other encumbrances 65% of the outstanding voting Equity Interests of the Company; (d) the
occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the PublicCo by Persons who
were neither (i) directors of PublicCo as of immediately following the Restatement Date nor (ii) nominated, appointed, or approved
by the board of directors of PublicCo; (e) the acquisition of direct or indirect Control of the Company by any Person or group other
than PublicCo or one of more of the Permitted Holders; or (f) the Company shall cease to own, directly or indirectly, free and clear
of all Liens or other encumbrances, the outstanding voting Equity Interests of the Guarantors owned as of the Restatement Date
(except as otherwise permitted herein), in each case, on a fully diluted basis (or, in the case of any Guarantor acquired after the
Restatement Date, at the time of the acquisition of such Guarantor).


 






    12


     


    

 


“Change in Law”
means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a
party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental
Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such
Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that,
notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests,
rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


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


 


“Chase”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Swingline Loans, and (b) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class. Commitments
(and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in
different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have identical terms and conditions
shall be construed to be in the same Class.


 


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


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property
of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security
interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the
Secured Obligations, other than, for the avoidance of doubt, (i) any voting Equity Interests of a first tier CFC Holdco or Material
Foreign Subsidiary in excess of 65% of the aggregate voting Equity Interests and (ii) no Collateral shall be created over any assets
of a CFC Holdco or Material Foreign Subsidiary.


 






    13


     


    

 


“Collateral Access
Agreement” has the meaning assigned to such term in the Security Agreement.


 


“Collateral Documents”
means, collectively, the Security Agreement, the Mortgages, if any, the Pledge Agreements, and any other agreements, instruments and documents
executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including,
without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination
agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all
other written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent.


 


“Commitment”
means, with respect to each Lender, such Lender’s Revolving Commitment. The initial amount of each Lender’s Commitment is
set forth on the Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term is defined
in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such
Lender shall have assumed its Commitment, as applicable.


 


“Commitment Schedule”
means the Schedule attached hereto identified as such.


 


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


 


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


 


“Company”
means MDC Partners.


 


“Compliance Certificate”
means a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D.


 


“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.


 


“Consolidated Total Assets”
means, as of any date of determination, the total amount of all assets of the Borrowers and their Subsidiaries, determined on a consolidated
basis in accordance with GAAP.


 


“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.


 






    14


     


    

 


“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).


 


“Covered Party”
has the meaning assigned to it in Section 9.21.


 


“Credit Exposure”
means, as to any Lender at any time, such Lender’s Revolving Exposure at such time.


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.


 


“Daily Simple RFR”
means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) for any RFR Loan
denominated in Sterling, SONIA for the day that is 5 Business Days prior to (i) if such RFR Interest Day is a Business Day, such RFR Interest
Day or (ii) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day (b) 0.00%. Any
change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change
in the RFR without notice to the Borrowers, provided that the Administrative Agent shall promptly notify the Borrower Representative of
such change.


 


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


 


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


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i)
fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over
to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender
notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a
condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b)
has notified any Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or
expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that
such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and
including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting
in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its
obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and
participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in
form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii)
a Bail-In Action.


 






    15


     


    

 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“Disqualified Equity
Interests” means, with respect to any Person, any Equity Interest that by its terms (or by the terms of any other Equity Interest
into which it is convertible or exchangeable) or otherwise (a) matures or is subject to mandatory redemption or repurchase (other than
solely for Equity Interests that are not Disqualified Equity Interests) pursuant to a sinking fund obligation or otherwise (except as
a result of a change of control or asset sale so long as any rights of the holder thereof upon the occurrence of a change of control or
asset sale event shall be subject to the prior payment in full of the Obligations (other than any Obligations which expressly survive
termination) and termination of the Commitments); (b) is convertible into or exchangeable or exercisable for Indebtedness or any Disqualified
Equity Interest at the option of the holder thereof; (c) may be required to be redeemed or repurchased at the option of the holder thereof
(other than solely for Equity Interests that are not Disqualified Equity Interests), in whole or in part, in each case on or prior to
the date that ninety (90) days after the Revolving Credit Maturity Date; or (d) provides for scheduled payments of dividends to be made
in cash.


 


“Dividing Person”
has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons
(whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant
to which the Dividing Person may or may not survive.


 


“Division Successor”
means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or
obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains
any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.


 


“Document”
has the meaning assigned to such term in the Security Agreement.


 


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


 


“Dollar
Equivalent Amount” means, at any time, (a) with respect to any amount denominated in dollars, such amount, (b) if
such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of
exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the
Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such
service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as
provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters
chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate
of exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it
deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such
amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole
discretion.


 






    16


     


    

 


“Early Opt-in Election”
means, if the then current Benchmark with respect to Dollars is LIBO Rate, the occurrence of:


 


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


 


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


 


“Earn-outs”
means unsecured liabilities arising under an agreement to make any contingent deferred payment as a part of the purchase price for a Permitted
Acquisition, including cash and non-cash performance bonuses or consulting payments in any related services, employment or similar agreement,
in an amount that may be subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the underlying target,
in each case, to the extent that such deferred payment would be included as part of such purchase price.


 


“EBITDA”
means, for any period, Net Income for such period (giving pro forma effect to the Net Income of any Permitted Acquisition made
during such period as if such Permitted Acquisition had occurred on the first day of such period) plus (a) without duplication and
to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax
expense for such period net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period,
(iv) any non-recurring fees, cash charges and other cash expenses incurred in connection with Permitted Acquisitions (including,
without limitation, in each case, diligence costs and legal fees); (v) accrued Earn-out expenses, (vi) restructuring charges, (vii)
any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income
in a prior period), (viii) purchase accounting adjustments (including, for the avoidance of doubt, any deferred revenue adjustments)
set forth in or validated by any quality of earnings or valuation report prepared by independent registered public accountants of
national standing or any other accounting or valuation firm reasonably satisfactory to the Administrative Agent in connection with a
Permitted Acquisition in amounts acceptable to the Administrative Agent during the twelve month period following the consummation
thereof, (ix) non-cash stock based compensation expenses, (x) non-cash impairment charges and non-cash deferred acquisition costs,
and (xi) any accounting adjustment (positive or negative) relating to the deferred purchase price of property (including, without
limitation, deferred consideration from a Permitted Acquisition) arising from Permitted Acquisitions or Permitted Investments
(which, for avoidance of doubt, shall not include any adjustment described in clause (viii) above) minus (b) without duplication and
to the extent included in Net Income, any extraordinary gains and any non-cash items of income for such period, all calculated for
the Loan Parties on a consolidated basis in accordance with GAAP; provided that, the aggregate amount of any such adjustment or
add-backs under subclauses (iv), (vi), (vii), and (viii) of clause (a) above shall not exceed 15% of EBITDA in any four fiscal
quarter period (calculated before giving effect to any such add-backs and adjustments).


 






    17


     


    

 


“ECP” means
an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated
thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


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


 


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


 


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


 


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


 


“Electronic System”
means any electronic system, including e-mail, e-fax, web portal access for the Borrowers and any other Internet or extranet-based site,
whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective
Related Parties or any other Person, providing for access to data protected by passcodes or other security system.


 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to (i) the environment, (ii) the preservation or reclamation
of natural resources, (iii) the management, Release or threatened Release of any Hazardous Material or (iv) health and safety matters.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) any violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) any 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.


 


“Equipment”
has the meaning assigned to such term in the Security Agreement.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.


 






    18


     


    

 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b)
or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code.


 


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


 


“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.


 


“EURIBOR Interpolated
Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Euro and for any Interest Period, the
rate per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the Administrative Agent (which
determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear
basis between: (a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euro) that is shorter
than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest period (for which the EURIBOR Screen
Rate is available for Euro) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time; provided that, if any
EURIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“EURIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Euro and for any Interest Period, the EURIBOR Screen Rate at approximately
11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that, if the EURIBOR Screen Rate
shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest Period”) with respect to
Euro then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.


 


“EURIBOR Screen
Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person
which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or
republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which
displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in
place of Thomson Reuters as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such
page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate
after consultation with the Borrower. If the EURIBOR Screen Rate shall be less than 0.00%, the EURIBOR Screen Rate shall be deemed
to be 0.00% for purposes of this Agreement.


 






    19


     


    

 


“Euro”
or “€” means the lawful currency of the Participating Member States.


 


“Euro LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Euro Letter of Credit.


 


“Euro LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Euro Letters of Credit at such time plus (b) the aggregate
amount of all Euro LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time.


 


“Euro Letter of Credit”
means a Letter of Credit denominated in Euro.


 


“Euro Loans”
means Revolving Loans made to the Borrowers denominated in Euro.


 


“Euro Sublimit”
means the Dollar Equivalent Amount of $50,000,000.


 


“Euro Outstandings”
means, at any time, the aggregate Dollar Equivalent Amount of all Euro Loans outstanding at such time.


 


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


 


“Excluded Swap Obligation”
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee
of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a
Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“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, Letter of Credit or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the
Borrowers under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant
to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such
Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its
lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any withholding
Taxes imposed under FATCA.


 






    20


     


    

 



 


“Existing Credit
Agreement” has the meaning assigned to such term in the recitals.


 


“Existing Letters
of Credit” means the letters of credit listed on Schedule 1.01(b).


 


“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 agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


 


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


 


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


 


“Fee Letter”
means that certain Fee Letter dated as of June 9, 2021 among the Administrative Agent and the Borrowers.


 


“Financial Officer”
means the chief financial officer, president, principal accounting officer, treasurer or controller of a Borrower.


 


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


 


“Fixtures”
has the meaning assigned to such term in the Security Agreement.


 


“Flood Laws”
has the meaning assigned to such term in Section 8.10.


 


“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 LIBO Rate or EURIBOR Rate, as applicable.


 


“Foreign Currency
Loans” means Sterling Loans and Euro Loans.


 


“Foreign Currency
Sublimit” means the Dollar Equivalent Amount of $100,000,000.


 


“Foreign LC Sublimit”
means the Dollar Equivalent of $15,000,000.


 


“Foreign Lender”
means (a) if a Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if a 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 such Borrower is resident for tax purposes.


 


“Foreign Outstandings”
means the Sterling Outstandings plus the Euro Outstandings.


 


“Funding Account”
has the meaning assigned to such term in Section 4.01(j).


 


“GAAP”
means generally accepted accounting principles in the U.S.


 






    21


     


    

 


“Governmental Authority”
means the government of the United States of America, the United Kingdom, or any other nation or any political subdivision of any of the
foregoing, whether state, province, territory or local, and any governmental, intergovernmental or supranational 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.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support
such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.


 


“Guaranteed Obligations”
has the meaning assigned to such term in Section 10.01.


 


“Guarantors”
means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor” means
each or any one of them individually.


 


“Hazardous Materials”
means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous
materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,”
or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department
of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any
successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related,
or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon
gas, radon, or a pesticide, herbicide, or any other agricultural chemical.


 


“Holdings”
means Stagwell Marketing Group Holdings LLC, a Delaware limited liability company.


 


“IBA” has
the meaning assigned to such term in Section 1.05.


 


“Impacted EURIBOR
Rate Interest Period” has the meaning assigned to such term in the definition of “EURIBOR Rate.”


 


“Impacted LIBO Rate Interest Period”
has the meaning assigned to such term in the definition of “LIBO Rate.”


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of
such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the
ordinary course of business on terms consistent with historical practices and accrued expenses in each case recorded in accordance
with GAAP incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of
others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as
an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances, (k) obligations under any Liquidated Earn-out, (l) any other Off-Balance Sheet
Liability, (m) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements,
and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction and (n) any
Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness
provide that such Person is not liable therefor.


 






    22


     


    

 


“Indemnified Taxes”
means (a) 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 (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.


 


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


 


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


 


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


 


“Interest Election
Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.08.


 


“Interest Expense”
means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Company
and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements
in respect of interest rates, to the extent such net costs are allocable to such period in accordance with GAAP), calculated for the Company
and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September
and December and the Revolving Credit Maturity Date, (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding
day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in
such month, then the last day of such month) and (2) the Revolving Credit Maturity Date, (c) with respect to any Term Benchmark Loan,
the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing
with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs
at intervals of three months’ duration after the first day of such Interest Period, and the Revolving Credit Maturity Date and (d) with
respect to any Swingline Loan, the day that such Loan is required to be repaid and the Revolving Credit Maturity Date.


 


“Interest Period”
means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the
Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency), as the Borrower Representative may elect; provided,
that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Term Benchmark Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining
to a Term Benchmark Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of
such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(f) shall be available
for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.


 






    23


     


    

 


“Inventory”
has the meaning assigned to such term in the Security Agreement.


 


“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 Bank”
means, individually and collectively, each of Chase, in its capacity as the issuer of Letters of Credit hereunder, Wells Fargo, in its
capacity as the issuer of certain of the Existing Letters of Credit, and any other Revolving Lender from time to time designated by the
Borrower Representative as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent, and their respective
successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by any of its domestic or foreign subsidiaries, branches, offices or Affiliates, in which case the term
 “Issuing Bank” shall include any such subsidiary, branch, office or Affiliate, as the case may be, with respect to Letters
of Credit issued by such subsidiary, branch, office or Affiliate (it being agreed that such Issuing Bank shall, or shall cause such subsidiary,
branch, office or Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time
there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each
Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.


 


“Issuing Bank Sublimits”
means, as of the Restatement Date, (i) $10,000,000, in the case of Chase and (ii) such amount as shall be designated to the Administrative
Agent and the Borrower Representative in writing by an Issuing Bank; provided that any Issuing Bank shall be permitted at any time
to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative
Agent and the Borrowers.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit E.


 


“Joint Lead Arranger”
means each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Securities and Citizens Bank, N.A. each in its capacity as
a joint lead arranger.


 


“LC Collateral Account”
has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means any payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of the U.S. LC Exposure, the Sterling LC Exposure and the Euro LC Exposure.


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lender-Related Person”
has the meaning assigned to such term in Section 9.03(b).


 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to
an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption.
Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.


 






    24


     


    

 


“Letters of Credit”
means the standby letters of credit issued pursuant to this Agreement and the Existing Letters of Credit, and the term “Letter
of Credit” means any one of them or each of them singularly, as the context may require.


 


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


 


“LIBOR”
has the meaning assigned to such term in Section 1.05.


 


“LIBO Interpolated
Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period, the
rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination
shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:
(a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that
is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen
Rate is available for the applicable Agreed Currency) that exceeds the Impacted LIBO Rate Interest Period, in each case, at such time;
provided that if any LIBO Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“LIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period, the LIBO Screen Rate at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall
not be available at such time for such Interest Period (an “Impacted LIBO Rate Interest Period”) with respect to such
Agreed Currency then the LIBO Rate shall be the LIBO Interpolated Rate.


 


“LIBO Screen Rate”
means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period, the London
interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such
rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01
or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any
successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the
LIBO Screen Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in
the case of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Liquidated”
means, with respect to any Earn-outs and other deferred consideration, (a) the obligation to pay and/or the calculation of the amount
required to be paid is no longer contingent or based upon a Person, or any division, profit center or product line thereof achieving certain
targeted performance levels established in the definitive documentation governing such Earn-out or deferred compensation, (b) such obligation
has been finally computed in accordance with the definitive documentation governing such Earn-out or deferred compensation and (c) such
obligation, in light of all the facts and circumstances existing at such time, has become a matured liability and is due and payable without
delay under the terms and conditions of the definitive documentation governing such Earn-out or deferred compensation.


 


“Liquidity”
means, for the Loan Parties, on a consolidated basis, the sum of (i) Availability plus (ii) the aggregate amount of their Qualified Cash.


 






    25


     


    

 


“Loan Documents”
means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, any Letter of Credit application, each Collateral
Document, each Compliance Certificate, the Loan Guaranty, any Obligation Guaranty, and each other agreement, instrument, document and
certificate executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each other pledge, power of
attorney, consent, assignment, contract, notice, letter of credit agreement, letter of credit applications and any agreements between
the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and
obligations between the Borrowers and the Issuing Bank in connection with the issuance of Letters of Credit, and each other written matter
whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the
Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement
or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any
and all times such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, Holdings, the Borrowers, the Borrowers’ Material Domestic Subsidiaries and any other Person who becomes a party
to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns, and the term “Loan Party” shall
mean any one of them or all of them individually, as the context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans.


 


“Long-Term Debt”
means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.


 


“Margin Stock”
means margin stock within the meaning of Regulations T, U and X, as applicable.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise,
of the Company and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the
Loan Documents to which it is a party, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and the other
Secured Parties) on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative
Agent, the Issuing Bank or the Lenders under any of the Loan Documents.


 


“Material Domestic
Subsidiary” means each domestic Subsidiary (other than any CFC Holdco) (i) which, as of the most recently available fiscal quarter
of the Borrowers, for the period of four consecutive fiscal quarters then ended, contributed greater than 2.5% of EBITDA (as defined below)
for such period or (ii) which contributed greater than 2.5% of consolidated total assets of the Company and its Subsidiaries as such date;
provided that, if at any time the aggregate amount of EBITDA or consolidated total assets attributable to all domestic Subsidiaries
(other than any CFC Holdco) that are not Material Domestic Subsidiaries exceeds 10.0% of EBITDA for any such period or 10.0% of consolidated
total assets as of the end of any such fiscal quarter, the Borrowers (or, in the event the Borrowers have failed to do so within ten (10)
days, the Administrative Agent) shall designate sufficient subsidiaries as “Material Domestic Subsidiaries” to eliminate such
excess, and such designated Subsidiaries shall for all purposes of the definitive documentation constitute Material Domestic Subsidiaries.


 


“Material Foreign
Subsidiary” means each CFC Holdco or (unless it is a subsidiary of a CFC Holdco) first tier foreign subsidiary which, as of
the most recently available fiscal quarter of the Borrowers, for the period of four consecutive fiscal quarters then ended, contributed
greater than 10.0% of EBITDA (as defined below) for such period.


 






    26


     


    

 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one
or more of a Borrower and their respective Subsidiaries in an aggregate principal amount exceeding $5,000,000 and at all times shall include
Indebtedness outstanding under the MDC Notes Documents. For purposes of determining Material Indebtedness, the “principal amount”
of the obligations of a Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated
at such time.


 


“Material Real Property”
means any real property with a fair market value in excess of $25,000,000.


 


“Material Subsidiaries”
means, collectively, the Material Domestic Subsidiaries and the Material Foreign Subsidiaries, if any.


 


“Maxxcom”
has the meaning assigned to such term in the recitals.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17.


 


“MDC Credit Agreement”
means that certain Second Amended and Restated Credit Agreement dated as of May 3, 2016, by and among MDC Partners (as successor by conversion
of MDC Partners Inc., a corporation continued under the laws of Canada), Maxxcom (as successor by conversion of Maxxcom Inc., a Delaware
corporation), as borrower, and each of the subsidiaries of MDC Partners identified on the signature pages thereof.


 


“MDC Credit Agreement
Documents” means the MDC Credit Agreement and all other documents executed and delivered in connection therewith.


 


“MDC Indenture”
means that certain Indenture dated March 23, 2016, among MDC Partners (as successor by conversion of MDC Partners Inc., a corporation
continued under the laws of Canada), the Note Guarantors party thereto, and the MDC Notes Trustee, pursuant to which the MDC Notes are
issued or any indenture issued in respect of any refinancing of the MDC Notes permitted under Section 6.01(g).


 


“MDC Notes”
means the $900 million 6.500% Senior Notes due 2024 issued under the MDC Indenture as the same may be refinanced as permitted under Section
6.01(g) from time to time.


 


“MDC Notes Documents”
means the MDC Indenture, the MDC Notes, and all other documents executed and delivered in connection with therewith.


 


“MDC Notes Trustee”
means The Bank of New York Mellon, a New York banking corporation, as trustee under the MDC Indenture or any trustee in respect of an
MDC Indenture issued in respect of any refinancing of the MDC Notes permitted under Section 6.01(g).


 


“MDC Notes Maturity
Date” means May 1, 2024 or the maturity date of any MDC Notes as the same may be refinanced as permitted under Section 6.01(g)
from time to time.


 


“MDC Partners”
means Midas OpCo Holdings LLC, a limited liability company formed in the State of Delaware.


 


“MDC Transaction
Agreement” means the Transaction Agreement, dated as of December 21, 2020 between, among others, Stagwell Media LP, Stagwell
Blocker LLC, and MDC Partners (as successor by conversion of MDC Partners Inc., a corporation continued under the laws of Canada), as
amended on June 4, 2021.


 


“MDC Transaction
Documents” means, collectively, the MDC Transaction Agreement and each other document, instrument, certificate and agreement
executed and delivered in connection therewith.


 


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


 






    27


     


    

 


“Mortgage”
means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit
of the Administrative Agent and the other Secured Parties, on real property of a Loan Party, including any amendment, restatement, modification
or supplement thereto.


 


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


 


“Net
Income” means, for any period, the consolidated net income (or loss) determined for the Company and its Subsidiaries, on a
consolidated basis in accordance with GAAP; provided that, for all purposes, there shall be (a) excluded (i) the income (or
deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any
Subsidiary, (ii) the undistributed earnings of any Subsidiary, to the extent that the declaration or payment of dividends or similar
distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary, (iii) any non-recurring fees, cash charges and other cash expenses
(including transaction fees and costs and expenses and, for the avoidance of doubt, any capital gains taxes and exit taxes
associated with re-domestication in connection with the Transactions (including, without limitation, in each case, diligence costs
and legal and other professional advisor fees)) in connection with the Transactions, (iv) any accretion on convertible preference
shares and preferred interest on instruments that are only convertible to equity, and (v) any extraordinary or non-recurring gains
or losses from any sales, transfers, leases or other dispositions permitted under Section 6.05 and (b) included any net
income attributable to non-controlling interests.


 


“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received,
(ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards
and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than
Affiliates) in connection with such event, (ii) in the case of a Disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such
event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such
event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to
fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Company).


 


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


 


“Note Guarantors”
has the meaning assigned to such term in the MDC Indenture.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


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


 


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


 


“Obligated Party”
has the meaning assigned to such term in Section 10.02.


 






    28


     


    

 


“Obligation Guaranty”
means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit
of the Secured Parties by a guarantor who is not a Loan Party.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing
Bank or any indemnified party, individually or collectively, existing on the Restatement Date or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in
respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments
at any time evidencing any thereof.


 


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


 


“Off-Balance Sheet
Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable
sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered
into by such Person, or (c) any indebtedness, liability or 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 (other than
operating leases).


 


“Original Effective
Date” means November 18, 2019.


 


“Other Benchmark
Rate Election” means, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence
of:


 


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


 


(b) the Administrative Agent,
in its sole discretion, and the Borrower jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable, by the
Administrative Agent of written notice of such election to the Borrower Representative 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 Taxes (other than a connection 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, Letter of Credit, or any Loan Document).


 


“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 2.19).


 


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


 






    29


     


    

 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated
in an Alternative Currency, an overnight rate determined by the Administrative Agent or the Issuing Banks, as the case may be, in accordance
with banking industry rules on interbank compensation.


 


“Paid in Full”
or “Payment in Full” means, (i) the indefeasible payment in full in cash of all outstanding Loans, together with
accrued and unpaid interest thereon, (ii) the indefeasible payment in full in cash of the accrued and unpaid fees, (iii) the indefeasible
payment in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim
has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued
and unpaid interest thereon, (iv) the termination of all Commitments, and (vi) the termination of the Swap Agreement Obligations
and the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.


 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


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


 


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


 


“Participating Member
State” means any member State of the European Communities that adopts or has adopted the euro as its lawful currency in accordance
with legislation of the European Community relating to Economic and Monetary Union.


 


“Payment Recipient”
has the meaning assigned to it in Section 8.13(a).


 


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


 


“Permitted Acquisition”
means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:


 


(a)           
such Acquisition is not a hostile or contested acquisition;


 


(b)           
the business acquired in connection with such Acquisition is (i) located in the U.S. (other than business and assets that, in the
aggregate, contribute no more than 25% of the aggregate EBITDA (determined on a trailing 12 month basis)), (ii) organized under applicable
U.S. and state laws, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan
Parties are engaged on the Restatement Date and any business activities that are substantially similar, related, or incidental thereto;


 


(c)           
both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each
of the representations and warranties in the Loan Documents is true and correct (except (i) any such representation or warranty which
relates to a specified prior date and (ii) to the extent the Lenders have been notified in writing by the Loan Parties that any representation
or warranty is not correct and the Lenders have explicitly waived in writing compliance with such representation or warranty) and no Default
exists, will exist, or would result therefrom;


 


(d)          
as soon as available, but not less than thirty (30) days prior to such Acquisition, the Borrower Representative has provided the
Administrative Agent (i) notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by
the Administrative Agent including pro forma financial statements, statements of cash flow, and Availability projections;


 


(e)               
[reserved];


 






    30


     


    

 


(f)            
 [reserved];


 


(g)           
[reserved];


 


(h)           
if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;


 


(i)            
if such Acquisition involves a merger or a consolidation involving any Borrower or any other Loan Party, such Borrower or such
Loan Party, as applicable, shall be the surviving entity;


 


(j)            
no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities
(whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;


 


(k)            
in connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated
unless the Administrative Agent and the Lenders in their sole discretion consent otherwise, and in connection with an Acquisition of the
assets of any Person, all Liens on such assets shall be terminated;


 


(l)            
the Borrower Representative shall certify to the Administrative Agent and the Lenders (and provide the Administrative Agent and
the Lenders with a pro forma calculation in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) that,
after giving effect to the completion of such Acquisition, the Total Leverage Ratio is less than the then applicable Total Leverage Ratio
required pursuant to Section 6.12(a);


 


(m)          
all actions required to be taken with respect to any newly acquired or formed wholly-owned Subsidiary of a Borrower or a Loan Party,
as applicable, required under Section 5.14 shall have been taken; and


 


(n)           
the Borrower Representative shall have delivered to the Administrative Agent the final executed material documentation relating
to such Acquisition within 10 days following the consummation thereof.


 


“Permitted Encumbrances”
means:


 


(a)            
Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b)           
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being
contested in compliance with Section 5.04;


 


(c)           
pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations;


 


(d)           
deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)            
judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and


 






    31


     


    

 


(f)            
 easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or
interfere with the ordinary conduct of business of any Borrower or any Subsidiary;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clause (e) above.


 


“Permitted Holders”
means (a) Polpat LLC, Mark J. Penn and AlpInvest, (b) Stagwell Media LP or Stagwell Parallel Partnership LP, (c) any successor entity
of Stagwell Media LP or Stagwell Parallel Partnership LP owned or controlled solely by the same Persons that own or control Stagwell Media
LP or Stagwell Parallel Partnership LP (as applicable) prior to any applicable acquisition or change in “beneficial ownership”
(as defined in the definition of “Change in Control”), (d) with respect to any entity in the foregoing clauses (a) through
(c), any Affiliate, general partner or limited partner of such entity as of immediately following the Restatement Date, (e) a trust established
by or for the benefit of any individual in the foregoing clauses (a) through (d) or the sole individual direct or indirect owner of any
such entities of which only such individual and his or her immediate family members are beneficiaries, (f) any Person established for
the benefit of, and beneficially owned solely by, any entity in the foregoing clauses (a) through (d) or the sole individual direct or
indirect owner of any such entities or (g) upon the death of any individual in the foregoing clauses (a) through (d) or the sole individual
direct or indirect owner of any such entities, an executor, administrator or beneficiary of the estate of such deceased individual.


 


“Permitted Investments”
means:


 


(g)           
direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by
any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one
year from the date of acquisition thereof;


 


(h)           
investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition,
investment grade credit rating from S&P or from Moody’s;


 


(i)             
investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office
of any commercial bank organized under the laws of the U.S. or any state thereof which has a combined capital and surplus and undivided
profits of not less than $500,000,000;


 


(j)             
fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above
and entered into with a financial institution satisfying the criteria described in clause (c) above; and


 


(k)           
money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment
Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


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


 


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


 






    32


     


    

 


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


 


“Pledge Agreements”
means (i) that certain Pledge of Minority Interests in Targeted Victory, LLC, dated as of the Original Effective Date, between Phil A.
Adams, III, and the Administrative Agent, (ii) that certain Pledge of Minority Interests in Targeted Victory, LLC, dated as of the Original
Effective Date, between Ryan Meerstein, and the Administrative Agent, and (iii) that certain Pledge of Minority Interests in Targeted
Victory, LLC, dated as of the Original Effective Date, between Zachary Moffatt, and the Administrative Agent.


 


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


 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in
any jurisdiction.


 


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


 


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


 


“PublicCo”
means, Stagwell Inc.


 


“PublicCo Expenses”
means reasonable and customary fees, costs and expenses in connection with PublicCo’s activities and services as a holding company
of the Company and its subsidiaries and/or as a public company in the ordinary course of business, including and without limitation:


 


(a) reasonable and customary
fees, costs and expenses incurred by PublicCo in connection with the provision of management or administrative services to the Company
and its subsidiaries of a type customarily provided by a holding company to its subsidiaries;


 


(b) fees, costs and expenses
necessary to maintain PublicCo’s existence as a public company, including any listing fees, annual fees, registration fees and other
expenses; and


 


(c) professional fees (including,
without limitation, director, auditor and legal fees), executive compensation and employee benefits, and administration costs in the ordinary
course of business as a holding company and/or as a public company.


 


“Public-Sider”
means a Lender whose representatives may trade in securities of the Company or its Controlling person or any of its Subsidiaries while
in possession of the financial statements provided by the Company under the terms of this Agreement.


 


“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).


 






    33


     


    

 


“QFC Credit Support”
has the meaning assigned to it in Section 9.21.


 


“Qualified Cash”
means (a) cash on deposit in deposit accounts of the Loan Parties maintained with Lenders hereunder or subject to control agreements,
in form and substance reasonably satisfactory to the Administrative Agent, in favor of the Administrative Agent for the benefit of the
Secured Parties (excluding (i) any deposits pledged to the Administrative Agent and held by the Administrative Agent with respect to which
a Borrower is prohibited from using in any manner and (ii) deposits to secure the performance of bids, trade contracts, government contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature permitted under Section
6.01(i) hereof) and (b) Cash Equivalents which are subject to control agreements in favor of the Administrative Agent for the benefit
of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the
Secured Parties.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty
or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person
as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Real Property”
means all real property that was, is now or may hereafter be owned, occupied or otherwise controlled by any Loan Party pursuant to any
contract of sale, lease or other conveyance of any legal interest in any real property to any Loan Party.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, or any combination thereof (as the context
requires).


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day
that is two London banking days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two
TARGET Days preceding the date of such setting, (3) if the RFR for such Benchmark is SONIA, then five Business Days prior to such setting,
or (4) if such Benchmark is none of the LIBO Rate, or the EURIBOR Rate, the time determined by the Administrative Agent in its reasonable
discretion.


 


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


 


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


 


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


 


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


 


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


 


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


 






    34


     


    

 


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


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing,
or dumping of any substance into the environment.


 


“Relevant Governmental
Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board
and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor
thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee
officially endorsed or convened by the Bank of England or, in each case, any successor thereto, and (iii) with respect to a Benchmark
Replacement in respect of Loans denominated in Euro, the European Central Bank, or a committee officially endorsed or convened by the
European Central Bank or, in each case, any successor thereto.


 


“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Rate, (ii) with respect to any Term Benchmark
Borrowing denominated in Euro, the EURIBOR Rate or (iii) with respect to any Borrowing denominated in Sterling, the applicable Daily Simple
RFR, as applicable.


 


“Relevant Screen
Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Screen Rate, and (ii) with respect
to any Term Benchmark Borrowing denominated in Euro, the EURIBOR Screen Rate, as applicable.


 


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining
to the assets of the Loan Parties from information furnished by or on behalf of the Borrowers, after the Administrative Agent has exercised
its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.


 


“Reportable Compliance
Event” means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar
charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism
Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual
or probable violation of any Anti-Terrorism Law.


 


“Reputation Defender”
means RepDef Holdings LLC.


 


“Required Lenders”
means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing at least 50.1%
of the sum of the Aggregate Credit Exposure and unused Commitments at such time.


 


“Requirement of Law”
means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating,
management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute, law (including
common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or
court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of
its property or to which such Person or any of its property is subject.


 






    35


     


    

 


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


 


“Responsible Officer”
means the president, Financial Officer of a Borrower.


 


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


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in any Borrower
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 or any option, warrant
or other right to acquire any such Equity Interests. For avoidance of doubt, neither of (a) the purchase of the Equity Interests of the
target of a Permitted Acquisition by any Loan Party, nor (b) the payment by the Company to PublicCo of PublicCo Expenses, shall be a Restricted
Payment.


 


“Reuters”
means, as applicable, Thomson Reuters Corp, Refinitiv, or any successor thereto.


 


“Revaluation Date”
means, (a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the Borrowing
of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with
respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) the date on which such Letter
of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of
Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine
at any time when an Event of Default exists.


 


“Revolving Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters
of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s
Revolving Exposure hereunder, as such commitment may be reduced from time to time pursuant to (a) Section 2.09 and (b) assignments
by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on the
Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment,
as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $500,000,000.


 


“Revolving Credit
Maturity Date” means August 3, 2026 (if the same is a Business Day, or if not then the immediately next succeeding Business
Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof;
provided, however, if the MDC Notes are not refinanced, or the MDC Notes Documents are not otherwise terminated pursuant
to the terms thereof, before the date that is 91 days prior to the MDC Notes Maturity Date, the Revolving Credit Maturity Date shall mean
the date that is 91 days prior to the MDC Notes Maturity Date.


 


“Revolving Exposure”
means, with respect to any Lender, at any time, the sum of the aggregate outstanding principal amount of such Lender’s Revolving
Loans and its LC Exposure and Swingline Exposure at such time.


 


“Revolving Lender”
means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired,
a Lender with Revolving Exposure.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01.


 






    36


     


    

 


“RFR” means, for
any RFR Loan denominated in Sterling, SONIA.


 


“RFR Administrator”
means the SONIA Administrator.


 


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Business Day”
means, for any Loan denominated in Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed
for general business in London.


 


“RFR Interest Day”
has the meaning specified in the definition of “Daily Simple RFR”.


 


“RFR Loan”
means a Loan that bears interest at a rate based on Daily Simple RFR.


 


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


 


“Sale and Leaseback
Transaction” has the meaning assigned to such term in Section 6.06.


 


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


 


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


 


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


 


“SEC” means
the Securities and Exchange Commission of the U.S.


 


“Second Amendment”
means the Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Loan Parties thereto, the Lenders
party thereto and the Administrative Agent.


 


“Second Amendment
Effective Date” has the meaning set forth in the Second Amendment.


 


“Secured Obligations”
means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations owing to one or more Lenders
or their respective Affiliates; provided, however, that the definition of “Secured Obligations” shall not create
any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations
of such Guarantor for purposes of determining any obligations of any Guarantor.


 


“Secured
Parties” means (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider of Banking
Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to
any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each
indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns of each of the
foregoing.


 






    37


     


    

 


“Security Agreement”
means that certain Second Amended and Restated Pledge and Security Agreement (including any and all supplements thereto), dated as of
the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured
Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required
by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties,
as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


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


 


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


 


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.


 


“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for
the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“Spot Rate”
for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate
for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office;
provided, however, that the Administrative Agent may use any other reasonable method it deems applicable to determine such
rate, and any such determination shall be conclusive absent manifest error.


 


“Statements”
has the meaning assigned to such term in Section 2.18(g).


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is
subject with respect to the Adjusted LIBO Rate, Adjusted EURIBOR Rate, as applicable, for eurocurrency funding (currently
referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous requirement of
any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the
Loans. Such reserve percentage shall include those imposed pursuant to Regulation D. Term Benchmark Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the Restatement Date of any change in any reserve
percentage.


 






    38


     


    

 


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


 


“Sterling LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Sterling Letter of Credit.


 


“Sterling LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Sterling Letters of Credit at such time plus (b) the
aggregate amount of all Sterling LC Disbursements that have not yet been reimbursed by or on behalf of a Borrower at such time.


 


“Sterling Letter
of Credit” means Letters of Credit to be issued by the Issuing Bank in Sterling on behalf of a Borrower.


 


“Sterling Loans”
means Revolving Loans made to a Borrower denominated in Sterling.


 


“Sterling Sublimit”
means the Dollar Equivalent Amount of $50,000,000.


 


“Sterling Outstandings”
means, at any time, the aggregate Dollar Equivalent Amount of all Sterling Loans outstanding at such time.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity, the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent and/or
one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any direct or indirect subsidiary of a Borrower or a Loan Party, as applicable.


 


“Supply Chain Financing”
means supply chain finance including, without limitation, trade payable services and supplier accounts receivable purchases, but excluding
any factoring arrangements, between the Loan Parties, Citibank, N.A. and its branches, subsidiaries, and Affiliates, and The Proctor &
Gamble Company.


 


“Supported QFC”
has the meaning assigned to it in Section 9.21.


 


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


 


“Swap Agreement
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any
cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender
or an Affiliate of a Lender and (c) the Swap Agreements set forth on Schedule 1.01 as of the Restatement Date.


 






    39


     


    

 



 


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


 


“Swingline Commitment”
means the amount set forth opposite Chase’s name on the Commitment Schedule as Swingline Commitment. The initial aggregate amount
of the Swingline Commitments is $50,000,000.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving
Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time other than with respect
to any Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender and (b) the principal amount of all Swingline
Loans made by such Revolving Lender in its capacity as the Swingline Lender outstanding at such time (less the amount of participations
funded by the other Lenders in such Swingline Loans).


 


“Swingline Lender”
means Chase, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative Agent or the Issuing Bank
shall be deemed to be required of the Swingline Lender and any consent given by Chase in its capacity as Administrative Agent or Issuing
Bank shall be deemed given by Chase in its capacity as Swingline Lender as well.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, reasonably
determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“Tax Distribution”
has the meaning assigned to it in Section 6.08(c).


 


“Tax Distribution
Date” means any date that is two Business Days prior to the date on which estimated federal income tax payments are required
to be made by calendar year corporate taxpayers and the due date for federal income tax returns of corporate calendar year taxpayers (without
regard to extensions).


 


“Tax Receivable Agreement”
means that certain income tax receivable agreement dated as of [•], as in effect as of the date hereof, pursuant to which certain
members or former members of the Company are entitled to receive from the direct or indirect parent of the Company 85% of the tax savings
realized by such parent resulting from taxable exchanges of equity interests in the Company by such member or former member for shares
of such parent and related tax basis adjustments.


 


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


 






    40


     


    

 


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


 


“Term Loan Agent”
means JPMorgan Chase Bank, N.A., and any successor administrative agent under the Term Loan Credit Agreement.


 


“Term Loan Credit
Agreement” means the Credit Agreement dated as of the Second Amendment Effective Date by and among the Company, the other Loan
Parties party thereto, the Term Loan Lenders, and the Term Loan Agent, as the same may from time to time be amended, restated, amended
and restated, supplemented, refinanced, replaced or otherwise modified in accordance with the terms of the Intercreditor Agreement.


 


“Term Loan Documents”
means, collectively, the Term Loan Credit Agreement and each other “Loan Document” as defined therein.


 


“Term Loan Lenders”
means each of the lenders from time to time a party under the Term Loan Credit Agreement.


 


“Term Loan Obligations”
means the Indebtedness outstanding under the Term Loan Credit Agreement in an aggregate principal amount not to exceed the amount thereof
permitted by the Intercreditor Agreement.


 


“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 Representative of the occurrence of a Term SOFR Transition
Event.


 


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


 


“Total Indebtedness”
means, at any date, the aggregate principal amount of all Indebtedness determined for the Borrowers and their Subsidiaries on a consolidated
basis at such date, in accordance with GAAP.


 






    41


     


    

 


“Total Leverage
Ratio” means, on any date, the ratio of (a) (i) Total Indebtedness (other than, for the avoidance of doubt, any accrued
contingent payment with respect to Earn-outs to the extent not Liquidated and Letters of Credit issued but not drawn or any
Disqualified Equity Interests to the extent any payments owed with respect to such Disqualified Equity Interests continue to be paid
in kind) on such date minus (ii) the lesser of (x) the sum of (A) 100% of the amount of unrestricted cash held by any Borrower in
deposit accounts in the United States, the United Kingdom, the European Union, or Canada, plus (B) 30% of the amount of unrestricted
cash held by the Borrowers in deposit accounts in other locations (excluding China) not to exceed $30,000,000 in the aggregate
(provided that not more than $3,000,000 of unrestricted cash held in accounts in India may be included), and (y) $150,000,000 to (b)
EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date (except with respect to the
Total Leverage Ratio to be determined as of the Effective Date, in which case for the twelve-month period ended on or most recently
prior to the Effective Date); provided that, when calculating the Total Leverage Ratio to determine compliance with Section
6.12(a), to the extent any Borrower or any Subsidiary makes any acquisition or investment permitted pursuant to Section
6.04 or disposition of assets outside the ordinary course of business that is permitted by Section 6.05 during the period
of four fiscal quarters of the Company most recently ended, the Total Leverage Ratio shall be calculated after giving pro forma
effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or
investment or the disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as
determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the
SEC, and as certified by a Financial Officer of the Company), as if such acquisition, investment or disposition (and any related
incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four quarter period.


 


“Transactions”
means the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents, the borrowing of Loans
and other credit extensions hereunder, the use of the proceeds thereof, the issuance of Letters of Credit hereunder, and the consummation
of the Business Combination prior to or substantially concurrent with the Restatement Date.


 


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


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are required
to be applied in connection with the issue of perfection of security interests.


 


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


 


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


 


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


 


“Unliquidated Obligations”
means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;
(ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral
to secure any of the foregoing types of obligations.


 


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


 


“U.S. Letter of Credit”
means a Letter of Credit to be issued by U.S. Issuing Bank on behalf of a Borrower.


 






    42


     


    

 


“U.S. LC Disbursement”
means a payment made by the U.S. Issuing Bank pursuant to a U.S. Letter of Credit.


 


“U.S. LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Equivalent Amount of all outstanding U.S. Letters of Credit at such time
plus (b) the aggregate Dollar Equivalent Amount of all U.S. LC Disbursements that have not yet been reimbursed by or on behalf of the
applicable Borrower at such time.


 


“U.S. Loans”
means Revolving Loans made to a Borrower denominated in dollars.


 


“U.S. Outstandings”
means, at any time, the aggregate Dollar Equivalent Amount of all U.S. Loans outstanding at such time plus the aggregate amount of all
U.S. LC Exposure and Swingline Exposure at such time.


 


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


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 9.21.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.


 


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


 


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


 


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


 






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SECTION 1.03. Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
 “include”, “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations,
codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected
Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall
be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute,
rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified
(including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any
Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words
 “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any
reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or
period for all calculations or determinations within such definition, and (g) 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.


 


SECTION 1.04. Accounting
Terms; GAAP.


 


(a)               
Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application
thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers
request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative
Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an
accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be
made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to
any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards
Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times
be valued at the full stated principal amount thereof.


 


(b)                Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” any
change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting
Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any
lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not
have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital
lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as
applicable, in accordance therewith.


 






    44


     


    

 


(c)               
The Administrative Agent or other applicable Agents shall determine the Spot Rate as of each Revaluation Date to be used for calculating
Dollar Equivalent Amounts of Obligations denominated in Euro or Sterling. Such Spot Rate shall become effective as of such Revaluation
Date and shall be the Spot Rate employed in converting any amounts between the applicable currencies until the next Revaluation Date to
occur. Except for purposes of financial statements delivered by the Borrower Representative hereunder, the applicable amount of any currency
for purposes of the Loan Documents shall be such Dollar Equivalent Amount as so determined by the Administrative Agent or other applicable
Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 1.05. Pro Forma
Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Subsidiary makes any acquisition or investment permitted
pursuant to Section 6.04, or disposition of assets outside the ordinary course of business permitted by Section 6.05 during
the period of four fiscal quarters of the Company most recently ended, the Total Leverage Ratio shall be calculated after giving pro forma
effect thereto (including pro forma adjustments arising out of events which are directly attributable to the, as applicable, investment,
acquisition or the disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined
on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified
by a Financial Officer of the Borrower), as if such investment, acquisition or disposition (and any related incurrence, repayment or assumption
of Indebtedness) had occurred in the first day of such four-quarter period.


 


SECTION 1.06. Rounding.
Any financial ratios required to be maintained by any Loan Party pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein
and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


SECTION 1.07.Interest
Rates; LIBOR Notification. The interest rate on a Loan denominated in dollars or an Alternative Currency may be derived from an
interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to
use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks
may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are
calculated may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K.
Financial Conduct Authority (“FCA”) publicly announced that: (i) immediately after December 31, 2021, publication
of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12-month Japanese Yen
LIBOR settings, the overnight, 1-week, 2-month and 12-month British Sterling Sterling LIBOR settings, and the 1-week and 2-month
U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month
U.S. Dollar LIBOR settings will permanently cease; immediately after December 31, 2021, the 1-month, 3-month and 6-month Japanese
Yen LIBOR settings and the 1-month, 3-month and 6-month British Sterling Sterling LIBOR settings will cease to be provided or,
subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be
representative of the underlying market and economic reality they are intended to measure and that representativeness will not be
restored; and (ii) immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be
provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative
of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There
is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take
further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for
which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such developments.
Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in
place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an
Other Benchmark Rate Election, ‎Section 2.14(b) and (c) provide a
mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to ‎Section
2.14(e), of any change to the reference rate upon which the interest rate on Term Benchmark Loans is based. However, the
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the
administration, submission, performance or any other matter related to the Daily Simple RFR, LIBOR or other rates in the definition
of “LIBO Rate” (or “EURIBOR Rate”, as applicable) or with respect to any alternative or successor rate
thereto, or replacement rate thereof (including, without limitation, (1) any such alternative, successor or replacement rate
implemented pursuant to ‎Section 2.14(b) or (c), whether upon the occurrence of a
Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, and (2) the
implementation of any Benchmark Replacement Conforming Changes pursuant to ‎Section
2.14(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or
replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Daily Simple RFR, the LIBO
Rate (or the EURIBOR Rate, as applicable) or have the same volume or liquidity as did the London interbank offered rate (or the euro
interbank offered rate, as applicable) prior to its discontinuance or unavailability. The Administrative Agent and its affiliates
and/or other related entities may engage in transactions that affect the calculation of any Daily Simple RFR, any alternative,
successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a
manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to
ascertain any RFR, Daily Simple RFR or the Term Benchmark Rate, any component thereof, or rates referenced in the definition
thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other
person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of
any such rate (or component thereof) provided by any such information source or service.


 






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SECTION 1.08. Divisions.
For all purposes under the Loan Documents, in connection with any Division or plan of division under Delaware law (or any comparable event
under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent
Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first
date of its existence by the holders of its Equity Interests at such time.


 


ARTICLE
II



 


The Credits


 


SECTION 2.01. Commitments.
Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make U.S. Loans, Euro Loans and
Sterling Loans to the Borrowers, in each case, from time to time during the Availability Period in an aggregate principal amount that
will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in any of the
following:


 


(a)               
 such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment;


 


(b)               
the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments;


 


(c)               
the sum of (x) the Foreign Outstandings plus (y) the Sterling LC Exposure plus (z) the Euro LC Exposure at any time exceeding the
Foreign Currency Sublimit;


 


(d)               
the sum of (x) Sterling Outstandings plus (y) the Sterling LC Exposure at any time exceeding the Sterling Sublimit; or


 


(e)               
the sum of (x) the Euro Outstandings plus (y) the Euro LC Exposure at any time exceeding the Euro Sublimit.


 


Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrowers may borrow, prepay and re-borrow Revolving Loans.


 


SECTION 2.02. Loans and
Borrowings.


 


(a)               
Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made
by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall
be made in accordance with the procedures set forth in Section 2.05.


 


(b)               
Subject to ‎Section 2.14, each Revolving Borrowing shall be comprised (a) in
the case of Borrowings in Dollars, entirely of ABR Loans or Term Benchmark Loans and (b) in the case of Borrowings in any other Agreed
Currency, entirely of Term Benchmark Loans or RFR Loans, as applicable, in each case of the same Agreed Currency, as the Borrower Representative
may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Term Benchmark Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.


 






    46


     


    

 


(c)               
At the commencement of each Interest Period for any Term Benchmark Borrowing and/or payment period for each RFR Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of the Dollar Equivalent of $500,000 and not less than the Dollar
Equivalent of $1,000,000. At the time that each ABR Borrowing denominated in dollars is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of the Dollar Equivalent of $50,000 and not less than the Dollar Equivalent of $100,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that
is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be
denominated in Dollars in an amount that is an integral multiple of $50,000 and not less than $100,000. Borrowings of more than one Type
and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of five Term Benchmark
Revolving Borrowings or RFR Borrowings outstanding.


 


(d)               
At the commencement of each Interest Period (i) for any Term Benchmark Borrowing denominated in Sterling, such Borrowing shall
be in an aggregate amount not less than £100,000, and (ii) for any Term Benchmark Borrowing denominated in Euro, such Borrowing
shall be in an aggregate amount not less than €100,000.


 


(e)               
 Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert
or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.


 


SECTION 2.03. Requests
for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either in
writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower Representative or
by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, (a)(i) in the
case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York, New York time, three Business Days before the date of the proposed
Borrowing, other than any Borrowing Request for initial Drawdown, which shall be no later than 11:00 am on the day of the proposed Borrowing,
(ii) in the case of a Term Benchmark Borrowing denominated in Euro, not later than 12:00 p.m., New York City time, three Business Days
before the date of the proposed Borrowing other than any Borrowing Request for initial Drawdown, which shall be no later than 11:00 am
on the day of the proposed Borrowing, (iii) in the case of a RFR Borrowing denominated in Sterling, not later than 11:00 a.m., New York
City time, five Business Days before the date of the proposed Borrowing other than any Borrowing Request for initial Drawdown, which shall
be no later than 11:00 am on the day of the proposed Borrowing or (b) in the case of an ABR Revolving Borrowing, not later than 11:00
a.m., New York, New York time, one Business Day before the date of the proposed Borrowing other than any Borrowing Request for initial
Drawdown, which shall be no later than 11:00 am on the day of the proposed Borrowing; provided that any such notice of an ABR Borrowing
to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New
York, New York time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery, fax or a communication through Electronic System to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Borrower Representative. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:


 


(i)                
the Agreed Currency and aggregate amount of the requested Borrowing, and a breakdown of the separate wires comprising such Borrowing;


 


(ii)              
the name of the applicable Borrower(s);


 


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


 


(iv)             
whether such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or a RFR Borrowing; and


 


(v)               
in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period.”


 


Any Borrowing Request that shall fail to
specify any of the information required by the preceding provisions of this paragraph may be rejected by any Agent if such failure
is not corrected promptly after such Agent shall give written or telephonic notice thereof to the Borrower Representative and, if so
rejected, will be of no force or effect; provided, that if no election as to the currency of a Borrowing is specified, then
the requested Borrowing shall be made in Dollars; if no election as to the type of a Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing made in Dollars; and no Interest Period is specified with respect to any requested Borrowing,
then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 






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SECTION 2.04. [Section
Intentionally Omitted].


 


SECTION 2.05. Swingline
Loans.


 


(a)               
Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender may
agree, but shall have no obligation, to make Swingline Loans to the Borrowers, in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline
Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving
Exposures exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein,
the Borrowers may borrow, prepay and re-borrow Swingline Loans. To request a Swingline Loan, the Borrower Representative shall notify
the Administrative Agent of such request by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have
been approved by the Administrative Agent, not later than noon, New York, New York time, on the day of a proposed Swingline Loan. Each
such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower Representative.
The Swingline Lender shall make each Swingline Loan available to the Borrowers, to the extent the Swingline Lender elects to make such
Swingline Loan by means of a credit to the Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of
an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another
Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders)
by 2:00 p.m., New York, New York time, on the requested date of such Swingline Loan.


 


(b)                The
Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations on
such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of
Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline
Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the
Administrative Agent (and in any event, if such notice is received by 2:00 p.m., New York, New York time, on a Business Day no later
than 4:00 p.m., New York, New York time on such Business Day and if received after 2:00 p.m., New York, New York time, “on a
Business Day” shall mean no later than 9:00 a.m. New York, New York time on the immediately succeeding Business Day), to pay
to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline
Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07
with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the Revolving Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline
Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other
party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be
repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be
refunded to the Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrowers of any default in the payment thereof.


 






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SECTION 2.06. Letters of
Credit.


 


(a)                General.
Subject to the terms and conditions set forth herein, the Borrower Representative, on behalf of a Borrower, may request the issuance
of Letters of Credit denominated in dollars, Euro, or Sterling, as the Borrower Representative may elect, subject to the Foreign
Currency Sublimit, as the applicant thereof for the support of the obligations of any Borrower or any Subsidiary thereof, in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability
Period and the applicable Issuing Bank may agree, but shall have no obligation to issue such Letter of Credit. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower Representative to, or entered into by the Borrower Representative with, the
Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The Borrower Representative
unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Borrower or any
Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower Representative will be fully
responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the
payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter
of Credit (the Borrower Representative hereby irrevocably waiving any defenses that might otherwise be available to it as a
guarantor or surety of the obligations of such Borrower or such Subsidiary that is an account party in respect of any such Letter of
Credit). Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall
not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business
of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions
or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing
such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing
Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the
Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is
not otherwise compensated hereunder) not in effect on the Restatement Date, or shall impose upon the Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Restatement Date and which the Issuing Bank in good faith deems material to
it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters
of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection
therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on
the Restatement Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented. No Issuing
Bank shall amend any Letter of Credit if the Issuing Bank would not be permitted to issue a Letter of Credit in its amended
form.


 


(b)               
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or
the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or fax (or transmit
through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business
Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and denomination of such Letter of Credit,
the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing
Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed
or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) (x) the LC Exposure shall not exceed
the Dollar Equivalent Amount of $50,000,000 and (y) the sum of the Sterling LC Exposure and the Euro LC Exposure shall not exceed the
Foreign LC Sublimit, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate
Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained
herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding
LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing
Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that
the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing
Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter
of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a
Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject
to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).


 






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(c)               
Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing
Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal
provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity
Date.


 


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


 


(e)               
Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall
reimburse such LC Disbursement by paying to the Administrative Agent, in dollars, an amount equal to the Dollar Equivalent Amount of such
LC Disbursement not later than 11:00 a.m., New York, New York time, on (i) the Business Day that the Borrower Representative receives
notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., New York, New York time, on the day of receipt, or (ii)
the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is received after
9:00 a.m., New York, New York time, on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing
set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing
or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due,
the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers
in respect thereof, and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent in dollars its Applicable Percentage of the Dollar Equivalent Amount of the payment then due from
the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank
or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders
and the Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the
Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.


 






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(f)                 Obligations
Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph (e) of
this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a
right of setoff against, the Borrowers’ obligations hereunder. None of the Administrative Agent, the Revolving Lenders or the
Issuing Bank, or any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit, or any payment or failure to make any payment thereunder (irrespective of any
of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive
damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any
Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse
to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of
Credit.


 


(g)               
Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the
specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment
under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower
Representative by telephone (confirmed by fax or through Electronic Systems) of such demand for payment if such Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve
the Borrowers of their obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)               
Interim Interest. If the Issuing Bank for any Letters of Credit shall make any LC Disbursement, then, unless the Borrowers
shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest,
for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement
is due; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing
Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section
to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


(i)                
Replacement and Resignation of the Issuing Bank.


 


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


 


(ii)              
Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time
upon thirty days’ prior written notice to the Administrative Agent, the Borrower Representative and the Lenders, in which case,
such resigning Issuing Bank shall be replaced in accordance with Section 2.06(i)(i) above.


 






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(j)                
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Lenders with LC Exposure representing greater than 50.1% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and
for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar
Equivalent Amount of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h)
or (i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent
required by Sections 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest
in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on
the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at
the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate
in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Lenders with LC Exposure representing greater than 50.1% of the aggregate LC Exposure), be applied to satisfy other Secured
Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after
all such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent.


 


(k)                Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in
addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i)
periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of
Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations
and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends
any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit
issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension
(and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC
Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which a Borrower fails to reimburse an LC
Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC
Disbursement, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to
the Letters of Credit issued by such Issuing Bank.


 


(l)                
LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the
terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount
is in effect at the time of determination.


 


(m)             
Existing Letters of Credit. The Borrowers and the Lenders hereby acknowledge and agree that each of the Existing Letters
of Credit shall constitute a Letter of Credit under this Agreement on and after the Restatement Date with the same effect as if such Existing
Letter of Credit were issued by the Issuing Bank at the request of the Borrowers on the Restatement Date.


 






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SECTION 2.07. Funding of
Borrowings.


 


(a)               
Each Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof in the currency specified in
the Borrowing Request with respect to such Loan solely by wire transfer of immediately available funds by 2:00 p.m., New York, New York
time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount
equal to such Lender’s Applicable Percentage; provided Swingline Loans shall be made as provided in Section 2.05.
The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the funds so received in
the aforesaid account of the Administrative Agent to the Funding Account(s); provided that ABR Revolving Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing
Bank.


 


(b)               
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers each 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 applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Revolving Loans. If
such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing; provided, that any interest received from the Borrowers by the Administrative Agent during the period beginning when
Administrative Agent funded the Borrowing until such Lender pays such amount shall be solely for the account of the Administrative Agent.


 


SECTION 2.08. Interest
Elections.


 


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


 


(b)               
To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election
by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, by the time that
a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and
shall be confirmed promptly by hand delivery, Electronic System or fax to the Administrative Agent of a written Interest Election Request
in a form approved by the Administrative Agent and signed by the Borrower Representative.


 






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(c)               
Each telephonic and written Interest Election Request (including requests submitted through Electronic System) shall specify the
following information in compliance with Section 2.02:


 


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


 


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


 


(iii)            
whether the resulting Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or a RFR Borrowing; and


 


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


 


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


 


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


 


(e)                If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Term Benchmark Revolving Borrowing
in Dollars prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing at the end of such Interest Period. If the
Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing in an
Alternative Currency prior to the end of the Interest Period therefor, then, unless such Term Benchmark Borrowing is repaid as
provided herein, the Borrower shall be deemed to have selected that such Term Benchmark Borrowing shall automatically be continued
as a Term Benchmark Borrowing in its original Agreed Currency with an Interest Period of one month at the end of such Interest
Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (1) no
outstanding Revolving Borrowing may be converted to or continued as a Term Benchmark Borrowing and (2) unless repaid, (x) each Term
Benchmark Revolving Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto and (y) each Term Benchmark Borrowing denominated in an Alternative Currency shall bear interest at the Central
Bank Rate for the applicable Agreed Currency plus the Applicable Rate; provided that, if the Administrative Agent determines (which
determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency
cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed Currency other than Dollars shall
either be (a) converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative
Currency) at the end of the Interest Period, as applicable, therefor or (b) prepaid at the end of the applicable Interest Period, as
applicable, in full; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days
after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark
Loan, the Borrower shall be deemed to have elected clause (A) above.


 






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SECTION 2.09. Termination
and Reduction of Commitments; Increase in Revolving Commitments.


 


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


 


(b)               
The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans
and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of
Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or
at the discretion of the Borrowers a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in
an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment
in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.


 


(c)               
The Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrowers shall
not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance
with Section 2.11, the Aggregate Revolving Exposure would exceed the aggregate Revolving Commitments.


 


(d)                The
Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under
paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this
Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower
Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such
notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any partial reduction of the Revolving Commitments shall result in a pro rata reduction of
the Foreign Sublimit, the Euro Sublimit and the Sterling Sublimit, in each case, as determined by the Administrative Agent and
notified to the Borrower Representative, and any such determination by the Administrative Agent shall be conclusive. Any termination
or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Revolving Commitments.


 






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(e)               
The Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either
from one or more of the Lenders or another lending institution; provided that (i) after giving effect thereto, the sum of the total
of the additional Revolving Commitments does not exceed $150,000,000, (ii) the Administrative Agent has approved the identity of any such
new Lender, such approvals not to be unreasonably withheld, (iii) any such new Lender assumes all of the rights and obligations of a “Lender”
hereunder, (iv) the procedures described in Section 2.09(f) have been satisfied, (v) the additional Revolving Commitments shall
have a maturity date on the Revolving Maturity Date, and (vi) the interest rate margins for any additional Revolving Commitments shall
be the same as the interest rate margins for the Revolving Commitments as set forth on the Restatement Date. Nothing contained in this
Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase any Commitment
hereunder at any time.


 


(f)                
Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and
shall only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Revolving
Commitment. As a condition precedent to such an increase or addition, the Borrower Representative shall deliver to the Administrative
Agent (i) a certificate of each Loan Party signed by an Authorized Officer of such Loan Party (A) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and
after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents
are true and correct (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material
Adverse Effect” or similar language, in all respects after giving effect to such qualification), except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects
as of such earlier date (or in all respects after giving effect to any materiality qualifier, as applicable) as of the respective date
or for the respective period, as the case may be and (2) no Event of Default exists, and (ii) legal opinions and documents consistent
with those delivered on the Restatement Date, to the extent requested by the Administrative Agent.


 


(g)                On
the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender,
extending) its Revolving Commitment shall make available to the Administrative Agent or other applicable Agent such amounts in
immediately available funds as such Agent shall determine, for the benefit of the other Lenders, as being required in order to
cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each
Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such
outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the
Revolving Loans then outstanding and amounts of principal, interest, Commitment Fees and other amounts paid or payable with respect
thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the
Borrowers shall be deemed to have repaid and re-borrowed all outstanding Revolving Loans as of the date of any increase (or
addition) in the Revolving Commitments (with such re-borrowing to consist of the Types of Revolving Loans, with related Interest
Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section
2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of
all accrued interest on the amount prepaid and, in respect of each Term Benchmark Loan, shall be subject to indemnification by the
Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related
Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and
is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such
revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall
replace the old Commitment Schedule and become part of this Agreement.


 






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This Section 2.09 shall
supersede any provisions in Section 9.02 or 9.04 to the contrary


 


SECTION 2.10. Repayment and
Amortization of Loans; Evidence of Debt.


 


(a)               
The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the
then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date, and (ii) to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity Date and the fifth Business Day after such Swingline
Loan is made; provided that on each date that a Revolving Loan is made, the Borrowers shall repay all Swingline Loans then outstanding
and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.


 


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


 


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


 


(d)               
The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans
in accordance with the terms of this Agreement.


 


(e)               
Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such
form.


 


SECTION 2.11. Prepayment
of Loans.


 


(a)               
The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (c) of this Section and, if applicable, payment of any break funding expenses under Section 2.16.


 






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(b)               
 In the event and on such occasion that the Dollar Equivalent Amount of the Aggregate Revolving Exposure exceeds the aggregate
Commitments, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans (or, if no such Borrowings are outstanding,
deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j));
provided that if the Dollar Equivalent Amount of the Aggregate Revolving Exposure exceeds the aggregate Commitments due to currency
fluctuations, no prepayment shall be required until the Aggregate Revolving Exposure exceeds 105% of the aggregate Commitments; provided
further that, the Aggregate Revolving Exposure shall not exceed the aggregate Commitments for more than two (2) consecutive Business
Days.


 


(c)               
The Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative
Agent, of any prepayment under this Section: (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 10:00 a.m., New
York, New York time, (x) with respect to a Term Benchmark Borrowing denominated in dollars, three (3) Business Days or (y) with respect
to any other Term Benchmark Borrowing or any RFR Borrowing, four (4) Business Days, before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 10:00 a.m., New York, New York time, on the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 11:00 a.m., New York, New York time, on the date of prepayment. Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided
that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated
by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment.
Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 


SECTION 2.12. Fees.


 


(a)               
The Borrowers agree to pay to the Administrative Agent a commitment fee (the “Commitment Fee”) based upon the
Total Leverage Ratio set forth in the definition of “Applicable Rate,” for the account of each Revolving Lender, which Commitment
Fee shall accrue at the Applicable Rate per annum on the average daily amount of the undrawn portion of the Revolving Commitment of such
Lender during the period from and including the Restatement Date to but excluding the date on which the Lenders’ Revolving Commitments
terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded
in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees
shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving
Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last
day).


 






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(b)                The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with
respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest
rate applicable to Term Benchmark Revolving Loans on the daily Dollar Equivalent Amount of such Lender’s LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement
Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such
Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125%
per annum on the daily Dollar Equivalent Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement
Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the first such date to occur after the Restatement Date; provided
that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to
this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).


 


(c)               
The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrowers and the Administrative Agent, including, without limitation, in the Fee Letter.


 


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


 


SECTION 2.13. Interest.


 


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


 


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


 


(c)                
Each RFR Loan shall bear interest at a per annum rate equal to the applicable Daily Simple RFR plus the Applicable Rate.


 


(d)               
Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required
Lenders may, at their option, or automatically in the case of any Event of Default pursuant to clauses (h) or (i) of Section VII,
by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision
of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates), declare
that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable
to such fee or other obligation as provided hereunder.


 






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(e)                Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that
(i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the Restatement Date of such conversion.


 


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


 


(g)               
Interest computed by reference to the LIBO Rate, the EURIBOR Rate or Daily Simple RFR hereunder shall be computed on the basis
of a year of 360 days. Interest computed by reference to the Daily Simple RFR with respect to Sterling, the Alternate Base Rate at times
when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year).
In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All
interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable
date of determination. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate, Adjusted EURIBOR Rate, EURIBOR Rate or Daily
Simple RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 2.14. Alternate
Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14:


 


		(i)	the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A)
prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate, the LIBO Rate, the Adjusted EURIBOR Rate, or the EURIBOR Rate, as applicable (including because the Relevant Screen
Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period, or (B) at any time,
that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple RFR or RFR for the applicable Agreed Currency;
or



 






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		(ii)	the Administrative Agent is advised by the Required Lenders
that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted LIBO Rate, the LIBO Rate, the
Adjusted EURIBOR Rate, or the EURIBOR Rate, as applicable, for the applicable Agreed Currency and such Interest Period will not adequately
and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing
for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Daily Simple RFR or RFR for the applicable
Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or
its Loan) included in such Borrowing for the applicable Agreed Currency;



 


then the Administrative Agent
shall give notice thereof to the Borrower Representative and the Lenders by telephone, telecopy or electronic mail as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise
to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation
of any Revolving Borrowing as, a Term Benchmark Borrowing shall be ineffective, (B) if any Borrowing Request requests a Term Benchmark
Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing, and (C) if any Borrowing Request requests a Term Benchmark
Borrowing or a RFR Borrowing for the relevant rate above in an Alternative Currency, then such request shall be ineffective; provided
that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted.
Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt
of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term
Benchmark Loan or RFR Loan, then until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise
to such notice no longer exist, (i) if such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest Period
applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative
Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day and (ii) if such Term Benchmark Loan is denominated in
any Agreed Currency other than Dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Agreed Currency plus
the Applicable Rate; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent
manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected Term Benchmark
Loans denominated in any Agreed Currency other than Dollars shall, at the Borrower’s election prior to such day: (A) be prepaid
by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such
Term Benchmark Loan denominated in any Agreed Currency other than Dollars shall be deemed to be a Term Benchmark Loan denominated in Dollars
and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time or (iii) if
such RFR Loan is denominated in any Agreed Currency other than Dollars, then such Loan shall bear interest at the Central Bank Rate for
the applicable Agreed Currency plus the Applicable Rate; provided that, if the Administrative Agent determines (which determination shall
be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any
outstanding affected RFR Loans denominated in any Agreed Currency other than Dollars, at the Borrower Representative’s election,
shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency)
immediately or (B) be prepaid in full immediately.


 


(b)                Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan
Document” for purposes of this Section 2.14), 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” with respect to Dollars 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” with respect to any Agreed Currency 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 of each affected Class .


 






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


 


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


 


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


 


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


 






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(g)                
 Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke
any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any
request for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to ABR Loans or (y) any
Term Benchmark Borrowing or RFR Borrowing denominated in an Alternative Currency shall be ineffective. 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 ABR based upon the then-current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark
Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time
as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.14, (i) if such Term Benchmark Loan
is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if
such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated
in Dollars on such day or (ii) if such Term Benchmark Loan is denominated in any Agreed Currency other than Dollars, then such Loan shall,
on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day)
bear interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Rate; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Agreed Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed Currency other than Dollars
shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of
calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Agreed Currency other
than Dollars shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable
to Term Benchmark Loans denominated in Dollars at such time or (iii) if such RFR Loan is denominated in any Agreed Currency other than
Dollars, then such Loan shall bear interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Rate; provided
that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central
Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected RFR Loans denominated in any Agreed Currency,
at the Borrower’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar
Equivalent of such Alternative Currency) immediately or (B) be prepaid in full immediately.


 


SECTION 2.15. Increased
Costs.


 


(a)                
If any Change in Law shall:


 


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


 


(ii)              
impose on any Lender or the Issuing Bank or the London or other applicable offshore interbank market for the applicable Agreed
Currency 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; or


 






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(iii)            
 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;


 


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


 


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


 


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


 


(d)               
Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 






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SECTION 2.16. Break Funding
Payments.


 


(a)                With
respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than on
the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory
prepayment of Loans), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09 and is revoked in
accordance therewith), or (d) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 or 9.02(d) or (v)
the failure by the Borrowers to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof)
denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any
such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a
Term Benchmark Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be
the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBO Rate or the Adjusted EURIBOR Rate, as applicable that would have been applicable to such Loan, for
the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to
borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (y) the amount of interest
which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for deposits in the applicable Agreed Currency of a comparable amount and period from other banks in
the applicable offshore interbank market for such Agreed Currency, whether or not such Term Benchmark Loan was in fact so funded. A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the
amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(b)               
With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment
Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure
to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may
be revoked under ‎Section 2.11(b) and is revoked in accordance therewith), (iii) the assignment
of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower Representative pursuant
to ‎Section 2.19 or (iv) the failure by the Borrowers to make any payment of any Loan or drawing
under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof
in a different currency, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable
to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such
Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


SECTION 2.17. Withholding
of Taxes; Gross-Up.


 


(a)                
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 made 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 Governmental Authority 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 2.17),
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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(b)                 Payment of Other Taxes by Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)                
Evidence of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant
to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(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) 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 Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower Representative 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 the Loan Parties to do so), (ii)
any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes
the Administrative Agent to setoff 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 such Lender from any other source against any amount due to the Administrative Agent under this
paragraph (e).


 


(f)                 
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 Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower
Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
Representative 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 Representative or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the
Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section
2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such
completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 






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


 


(A)             
any Lender that is a U.S. Person shall deliver to the Borrower Representative 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
Representative or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax;


 


(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 Representative or the Administrative
Agent), whichever of the following is applicable:


 


(1)               
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to
payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as 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 or IRS Form W-8BEN-E, as 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;


 


(2)               
in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed
copy of IRS Form W-8ECI;


 


(3)               
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 C-1 to the effect that such Foreign Lender is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B)
of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4)                to
the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2
or Exhibit C-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 C-4 on
behalf of each such direct and indirect partner;


 






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(C)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 Representative or the Administrative
Agent), executed copies 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
Representative or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)             
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 Representative and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower Representative 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 Representative or the Administrative Agent as may be necessary for the Borrower Representative 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 (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


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


 


(g)               
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 2.17 (including by the payment of additional
amounts pursuant to this Section 2.17), 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 2.17 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 Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (g) 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 giving rise to such refund had never been paid. This paragraph (g) 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.


 






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(h)               
 Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of
the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all obligations under any Loan Document (including the Payment in Full of the Secured Obligations).


 


(i)                
Defined Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and
the term “applicable law” includes FATCA.


 


SECTION 2.18. Payments
Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a)               
Except with respect to principal of and interest on Loans denominated in an Alternative Currency, the Borrowers shall make each
payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements,
or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) in Dollars prior to 2:00 p.m., New York, New
York time, on the date when due or the date fixed for any prepayment hereunder and (ii) all payments with respect to principal and interest
on Loans denominated in an Alternative Currency shall be made in such Alternative Currency not later than the applicable time specified
by the Administrative Agent on the dates specified herein, in each case, in immediately available funds, without setoff, recoupment or
counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at 10 South Dearborn, Floor L2, Suite IL1-0480, Chicago, IL 60603-2300, except payments to be made directly to the
Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16,
2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise
provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. All payments hereunder shall be made in the same currency as the applicable Loan or LC Disbursement is denominated.


 


(b)                Any
proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal,
interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), or (B) a
mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred
and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first,
to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Swingline Lender
and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second,
to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services
Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth,
to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement
Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22,
ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate LC
Exposure, to be held as cash collateral for such Obligations, and sixth, to the payment of any amounts owing in respect of
Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section
2.22, and seventh, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender from the
Borrowers or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed
by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any
payment which it receives to any Term Benchmark Loan of a Class, except (i) on the expiration date of the Interest Period applicable
thereto, or (ii) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such
event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent
and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and
payments to any portion of the Secured Obligations.


 






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Notwithstanding the foregoing,
Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described
above and paid in clause seventh if the Administrative Agent has not received written notice thereof, together with such supporting
documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap
Agreements.


 


(c)               
At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums
payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder, whether made following a request by the
Borrower Representative pursuant to Section 2.03 or 2.05 or a deemed request as provided in this Section or may be deducted
from any deposit account of the Borrowers maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the
Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder
or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans (including Swingline Loans),
and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable, and
(ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each payment
of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d)               
If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline
Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements
and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,
and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment or sale of a participation
in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrowers
or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Borrower in the amount of such participation.


 






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(e)                Unless
the Administrative Agent shall have received, prior to the date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is fixed
for prepayment by notice from the Borrower Representative to the Administrative Agent pursuant to Section 2.11(e)), notice
from the Borrower Representative that the Borrowers will not make such payment, the Administrative Agent may assume that the
Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment,
then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(f)                
If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account
of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Bank to satisfy such Lender’s obligations
hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral
for, and application to, any future funding obligations of such Lender hereunder. Application of amounts pursuant to (i) and (ii) above
shall be made in such order as may be determined by the Administrative Agent in its discretion.


 


(g)               
The Administrative Agent may from time to time provide the Borrowers with account statements or invoices with respect to any of
the Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements,
which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the
relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated
on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to
the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf of the Lenders,
of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall
not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.


 


SECTION 2.19. Mitigation
Obligations; Replacement of Lenders.


 


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


 






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(b)                If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if
any Lender becomes a Defaulting Lender, then the Borrowers may, at their 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 Section 9.04), all its interests, rights (other than its existing rights to payments pursuant
to Sections 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be
required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations
in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from
the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or
payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each
party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and
Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an
agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the
Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party
thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided
that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such
documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents
shall be without recourse to or warranty by the parties thereto.


 


SECTION 2.20. Defaulting
Lenders.


 


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


 


(a)               
fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section
2.12(a);


 


(b)                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 Section 2.18(b) or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by 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 Bank or
Swingline Lender hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this
Section; fourth, as the Borrower Representative may request (so long as no 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 Representative, 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 future LC Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment
of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of
competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement or under any other Loan Document; 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 LC Disbursements 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 set forth in Section 4.02 were satisfied or waived,
such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as
all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s
LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause
(d) below. 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 shall be deemed paid to and redirected by
such Defaulting Lender, and each Lender irrevocably consents hereto;


 






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(c)               
such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Revolving Exposure shall not be included in determining whether the Required
Lenders have taken or may take any action hereunder or under any other Loan Document; provided that, except as otherwise provided
in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other
modification requiring the consent of such Lender or each Lender directly affected thereby;


 


(d)               
if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)                
all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure
referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their
respective Applicable Percentages but only (x) to the extent that the conditions set forth in Section 4.02 are satisfied at the
time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower
shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (y) to the extent that such reallocation
does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;


 


(ii)              
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1)
Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize, for the benefit of the Issuing Bank, the Borrower’s obligations corresponding to such Defaulting Lender’s LC
Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)            
if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 






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(iv)             
 if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages; and


 


(v)               
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter
of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the
Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(e)               
so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Bank shall not be required to issue, amend, renew, extend or increase any Letter of Credit, unless it is satisfied that the related exposure
and such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(d), and Swingline Exposure related to any
such newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy Event
or a Bail-In Action with respect to the Parent of any Lender shall occur following the date hereof and for so long as such event shall
continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any
Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender
or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline
Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 


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


 


SECTION 2.21. Returned
Payments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment
effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such
payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined
to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant
to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended
to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not
been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding
any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of
proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.


 






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SECTION 2.22. Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with,
any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering
into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations
and Swap Agreement Obligations of such Loan Party or Subsidiary to such Lender or Affiliate (whether matured or unmatured, absolute
or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent,
from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in
respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the
Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking
Services Obligations and/or Swap Agreement Obligations will be placed. For the avoidance of doubt, so long as Chase or its Affiliate
is the Administrative Agent, neither Chase nor any of its Affiliates providing Banking Services for, or having Swap Agreements with,
any Loan Party or any Subsidiary or Affiliate of a Loan Party shall be required to provide any notice described in this Section
2.22 in respect of such Banking Services or Swap Agreements.


 


ARTICLE
III



Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that (and where applicable, agrees):


 


SECTION 3.01. Organization;
Powers. Each Loan Party and each Subsidiary is duly organized or formed, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified
to do business in, and is in good standing in, every jurisdiction where such qualification is required.


 


SECTION 3.02. Authorization;
Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized
by all necessary corporate or other organizational actions and, if required, actions by equity holders. Each Loan Document to which each
Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of
such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.


 


SECTION 3.03. Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings
necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan
Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any
Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment
to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of, or other requirement to create,
any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.


 






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SECTION 3.04. Financial
Condition; No Material Adverse Change.


 


(a)               
 The Company (in the form of MDC Partners Inc.) and Stagwell Marketing heretofore furnished to the Lenders (i) audited consolidated
financial statements of each of the Company (in the form of MDC Partners Inc.) and Stagwell Marketing as of and for the fiscal year ended
December 31, 2020, and (ii) unaudited interim consolidated financial statements of the Company as of and for the fiscal quarter and the
portion of the 12-month period ended March 31, 2021, certified by its respective chief financial officer or president. Such financial
statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and
Stagwell Marketing, as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of
which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in
clause (ii) above.


 


(b)               
No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
December 31, 2020.


 


SECTION 3.05. Properties.


 


(a)               
As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or
leased by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force
and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and each Subsidiary has good and
indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted
by Section 6.02.


 


(b)               
Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is
set forth on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material respect
upon the rights of any other Person, and each Loan Party’s and each Subsidiary’s rights thereto are not subject to any licensing
agreement or similar arrangement except as disclosed on Schedule 3.05.


 


SECTION 3.06. Litigation
and Environmental Matters.


 


(a)               
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility
of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06) or (ii) that involve any Loan Document
or the Transactions.


 


(b)               
Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental
Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) has
failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under
any Environmental Law (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to
any Environmental Liability or (D) knows of any basis for any Environmental Liability.


 


(c)               
Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 






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SECTION 3.07. Compliance
with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirements
of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property.
No Default has occurred and is continuing.


 


SECTION 3.08. Investment
Company Status. No Loan Party or any Subsidiary is an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940.


 


SECTION 3.09. Taxes.
Other than as set forth in Schedule 3.09, each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns
and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes
that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has
set aside on its books adequate reserves or (b) to the extent that the failure to do so could not be expected to result in a Material
Adverse Effect. Except as set forth on Schedule 6.02 and to the knowledge of any of the Borrowers, no tax liens have been filed
and no claims are being asserted with respect to any such taxes.


 


SECTION 3.10. ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $500,000 the fair market
value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $500,000 the fair market value of the assets of all such underfunded Plans.


 


SECTION 3.11. 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 Effect. 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) 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; 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 Restatement Date, as of the Restatement Date.


 


SECTION 3.12. Material
Agreements. All material agreements and contracts to which any Loan Party is a party or is bound as of the date of this Agreement
are listed on Schedule 3.12. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing
or governing Indebtedness.


 






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SECTION 3.13. Solvency.


 


(a)               
 Immediately after the consummation of the Transactions to occur on the Restatement Date, (i) the fair value of the assets of each
Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable
value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts
and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each
Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (iv) no Loan Party will have unreasonably small capital with which to conduct the business in which it is engaged
as such business is now conducted and is proposed to be conducted after the Restatement Date.


 


(b)               
No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts
beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any
such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such
Subsidiary.


 


SECTION 3.14. Insurance.
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries
as of the Restatement Date. As of the Restatement Date, all premiums in respect of such insurance have been paid. The Loan Parties believe
that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries is adequate and is customary for companies engaged
in the same or similar businesses operating in the same or similar locations.


 


SECTION 3.15. Capitalization
and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrowers and
each Subsidiary, (b) a true and complete listing of each class of each of the Borrowers’ authorized Equity Interests, of which all
of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by
the Persons identified on Schedule 3.15, and (c) the type of entity of the Company and each Subsidiary. All of the issued and outstanding
Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests)
duly authorized and issued and are fully paid and non-assessable.


 


SECTION 3.16. Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral
in favor of the Administrative Agent, for the benefit of the Secured Parties, and once necessary filings are accomplished such Liens constitute
perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and
all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the
extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable
law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title), to the extent the
Administrative Agent has not obtained or does not maintain possession of such Collateral.


 


SECTION 3.17. Employment
Matters. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries have not been in violation
of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters. All payments due
from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages
and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party
or such Subsidiary.


 


SECTION 3.18. Margin
Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities, in the business of
purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the
proceeds of any Borrowing hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each
Borrowing, not more than 25% of the value of the assets (either of any Loan Party only or of the Loan Parties and their Subsidiaries
on a consolidated basis) will be Margin Stock.


 






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SECTION 3.19. Use of Proceeds.
The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth in Section 5.08.


 


SECTION 3.20. No Burdensome
Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.10.


 


SECTION 3.21. Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge of such Loan Party,
its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly
engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person. None of
(a) any Loan Party, any Subsidiary, any of their respective directors or officers or employees, or (b) to the knowledge of any such Loan
Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any capacity in connection with or benefit from the
credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction
contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.


 


SECTION 3.22. Affiliate
Transactions. Other than employment agreements and except as set forth on Schedule 3.22, as of the date of this Agreement,
there are no existing or proposed agreements, arrangements, understandings or transactions between any Loan Party and any of the officers,
members, managers, directors, stockholders, parents, holders of other Equity Interests, employees or Affiliates (other than Subsidiaries)
of any Loan Party or any members of their respective immediate families, and none of the foregoing Persons is directly or indirectly indebted
to or has any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with which
any Loan Party has a business relationship or which competes with any Loan Party.


 


SECTION 3.23. Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.24. Plan Assets;
Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is an entity deemed to hold “plan assets”
(within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated
under this Agreement, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.


 


SECTION 3.25. Common
Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful
performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is
dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its
board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and
indirectly, from (a) successful operations of each of the other Loan Parties and (b) the credit extended by the Lenders to the
Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that
execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its
purpose, in furtherance of its direct and/or indirect business interests, will be of direct and indirect benefit to such Loan Party,
and is in its best interest.


 






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SECTION 3.26. Covered Entity.
No Loan Party is a Covered Party.


 


SECTION 3.27. Beneficial
Ownership. As of the Restatement Date, the information included in the Beneficial Ownership Certification delivered pursuant to Section
4.01 is true and correct in all respects.


 


ARTICLE
IV


 


Conditions


 


SECTION 4.01. Restatement
Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)               
Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto
either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative
Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed
a counterpart of this Agreement (ii) duly executed copies of the Loan Documents and such other certificates, documents, instruments and
agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and
the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of
each such requesting Lender, and (iii) written opinions of the Loan Parties’ counsel (including opinions of foreign counsel to the
Borrowers), addressed to the Administrative Agent, the Issuing Bank and the Lenders in form and substance satisfactory to the Administrative
Agent.


 


(b)               
Transaction Agreement. The Administrative Agent shall have received the MDC Transaction Agreement, and the MDC Transaction
Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived in a manner materially
adverse to the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent, such consent not to
be unreasonably withheld, delayed or conditioned.


 


(c)               
Business Combination. The Business Combination shall have been consummated prior to, or shall be consummated substantially
concurrently with, the closing of the Credit Agreement, on terms and conditions and subject to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the Lenders (provided that the Business Combination having been consummated on terms consistent
with the MDC Transaction Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent and the Lenders).


 


(d)               
Financial Statements and Projections. The Lenders shall have received (i) satisfactory audited consolidated financial statements
of the Company (in the form of MDC Partners Inc.) and Stagwell Marketing for the 2020 fiscal year, (ii) satisfactory unaudited interim
consolidated financial statements for the Company (in the form of MDC Partners Inc.) and Stagwell Marketing for each fiscal quarter ended
subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial
statements are available, including the period ending March 31, 2021, and (iii) a copy of the plan and forecast (including a projected
consolidated and consolidating balance sheet, income statement and cash flow statement) of the Company for the five year period following
the Restatement Date in form reasonably satisfactory to the Administrative Agent.


 






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(e)               Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall
have received (i) a certificate of each Loan Party, dated the Restatement Date and executed by its Secretary or Assistant Secretary,
which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance
of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party
authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers, and (C) contain
appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified
by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating,
management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for
each Loan Party from its jurisdiction of organization.


 


(f)               No Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial officer
or president of each Borrower, dated as of the Restatement Date (i) stating that no Default or Event of Default has occurred and is continuing,
(ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying
as to any other factual matters as may be reasonably requested by the Administrative Agent.


 


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


 


(h)               
Lien Searches. The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization
of each Loan Party and each jurisdiction where assets of the Loan Parties are located, and such search shall reveal no Liens on any of
the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Restatement Date pursuant
to a payoff letter or other documentation satisfactory to the Administrative Agent.


 


(i)                Payoff
Letter. The Administrative Agent shall have received satisfactory payoff letters for the Term Loan Credit Agreement, the MDC Credit
Agreement and all other existing Indebtedness required to be repaid and which confirms that all Liens upon any of the property of the
Loan Parties constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed
as part of such Indebtedness shall constitute Existing Letters of Credit issued under this Agreement.


 


(j)                Funding
Account. The Administrative Agent shall have received a notice setting forth the deposit accounts of each Borrower (the “Funding
Accounts”) to which the Administrative Agent is authorized by each Borrower to transfer the proceeds of any Borrowings requested
or authorized pursuant to this Agreement.


 


(k)              Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer of the Company dated the Restatement
Date in form and substance reasonably satisfactory to the Administrative Agent.


 


(l)                 Pledged
Equity Interests; Stock Powers; Pledged Notes. Subject to Section 9.25(a), the Administrative Agent shall have received
(i) the certificates representing the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock
power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) each promissory note (if
any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by
an executed transfer form in blank) by the pledgor thereof, and (iii) the Pledge Agreements.


 






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(m)            Filings,
Registrations and Recordings. The Administrative Agent shall have received from each of the Loan Parties a completed perfection certificate,
dated the Restatement Date and signed on behalf of such Loan Party, together with all attachments contemplated thereby. Each document
(including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested
by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit
of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other
than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation.


 


(n)             [reserved].


 


(o)             Insurance.
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to
the Administrative Agent and otherwise in compliance with the terms of Section 5.10 of this Agreement and Section 4.12
of the Security Agreement.


 


(p)             Letter
of Credit Application. The Administrative Agent shall have received a properly completed letter of credit application (whether standalone
or pursuant to a master agreement, as applicable) if the issuance of a Letter of Credit will be required on the Restatement Date.


 


(q)             Consents.
 All governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations
of the Borrowers and their Subsidiaries (including shareholder approvals, if any) shall have been obtained on satisfactory terms and
shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened
by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing or any of the transactions
contemplated hereby.


 


(r)              Legal
Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall
be satisfactory to Administrative Agent in its sole discretion, and the debt instruments, material accounts, and governing documents
of the Borrowers shall be acceptable to the Administrative Agent.


 


(s)             USA
PATRIOT Act, Etc. The Administrative Agent shall have received, (i) at least five (5) days prior to the Restatement Date, all documentation
and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act (ii) to the extent the Borrowers qualify as a “legal entity customer”
under the Beneficial Ownership Regulation, at least five (5) days prior to the Restatement Date, a Beneficial Ownership Certification
in relation to each Borrower, and (iii) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party.


 


(t)              Maintenance
of Accounts. Subject to exceptions to be mutually agreed by the Borrowers and the Administrative Agent, the Borrowers and their domestic
Subsidiaries shall have established the Administrative Agent as its principal depository bank, including for the maintenance of operating,
administrative, cash management, collection activity, and other deposit accounts for the conduct of the Borrowers’ and their domestic
Subsidiaries’ business.


 


(u)            Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender
or their respective counsel may have reasonably requested. The Administrative Agent shall notify the Borrowers, the Lenders and the Issuing
Bank of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., New York, New York time, on August 2, 2021
(and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).


 






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SECTION 4.02. Each Credit
Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew
or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)               
The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material
respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made
as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any
representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).


 


(b)               
At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.


 


(c)               
After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall
not be less than zero.


 


Each Borrowing and each issuance, amendment, renewal
or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as
to the matters specified in paragraphs (a) and (b) and (c) of this Section.


 


Notwithstanding the failure to satisfy the conditions
precedent set forth in paragraphs (a) or (b) or (c) of this Section, the Administrative Agent, with the consent of the Required Lenders,
may, but shall have no obligation to, continue to make Loans and an Issuing Bank, with the consent of the Required Lenders, may, but shall
have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the
ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending,
renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests
of the Lenders.


 






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ARTICLE
V


 


Affirmative Covenants


 


Until all of the Secured Obligations
shall have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:


 


SECTION 5.01. Financial
Statements and Other Information. The Borrowers will furnish to the Administrative Agent and each Lender, including their Public-Siders:


 


(a)               within one hundred twenty days after the end of each fiscal year of PublicCo, audited consolidated and consolidating balance sheet
and related statements of operations, stockholders’ equity and cash flows of PublicCo, the Company, the other Loan Parties and
their Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal
year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like
qualification, commentary or exception, and without any qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects the financial condition and results of operations of PublicCo,
the Company, and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any
management or control letter, if any, prepared by said accountants in connection with such financial statements;


 


(b)               
within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of PublicCo, the consolidated
and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows of PublicCo, the Company,
the other Loan Parties and their Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal
year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower Representative as presenting fairly
in all material respects the financial condition and results of operations of PublicCo, the Company, and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes;


 


(c)               concurrently
with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying, in the case
of the financial statements delivered under clause (b) above, as presenting fairly in all material respects the financial condition
and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12(a) and (b) and
(iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements
referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate;


 


(d)               
[reserved];


 


(e)              as
soon as available, but in any event no later than 45 days after the end of, each fiscal year of the Company, a copy of the plan and forecast
(including a projected consolidated and consolidating balance sheet, income statement and cash flow statement) of the Company for each
month of the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;


 


(f)               concurrently
with any delivery of each Compliance Certificate, a detailed listing of all intercompany loans made by any Loan Party to any Affiliate
that is not a Loan Party during such fiscal quarter;


 


(g)               
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials
filed by any Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the
SEC, or with any national securities exchange;


 






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(h)               
 promptly following any request therefor, (x) such other information regarding the operations, changes in ownership of Equity Interests,
business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative
Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested
by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; and


 


(i)                
promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section
101(k)(1) of ERISA that the Company or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described
in Section 101(l)(1) of ERISA that the Company or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that
if the Company or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable
Multiemployer Plan, the Company or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such
administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.


 


SECTION 5.02. Notices of
Material Events. The Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period
that may be specified below) written notice of the following:


 


(a)               
the occurrence of any Default;


 


(b)               
receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened
against any Loan Party or any Subsidiary as to which there is a reasonable possibility of an adverse determination and that (i) seeks
damages in excess of $2,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its
assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies
under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the
part of any Loan Party or any Subsidiary in excess of $2,000,000 in respect of any tax, fee, assessment, or other governmental charge,
or (vii) involves any product recall;


 


(c)               
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $500,000;


 


(d)              within
two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement,
together with copies of all agreements evidencing such Swap Agreement or amendment;


 


(e)               
any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;


 


(f)                
the occurrence of a Reportable Compliance Event;


 


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


 


(h)               
any amendment or waiver of the terms of, or consent or forbearance, or other modification of, or any mandatory prepayment event,
or notice of default under, the MDC Notes Documents.


 


Each notice delivered under this Section (i) shall
be in writing and (ii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative
setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect
thereto.


 






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SECTION 5.03. Existence;
Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental
authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its
business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 


SECTION 5.04. Payment of
Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material
liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected
to result in a Material Adverse Effect; provided, however, that each Loan Party will, and will cause each Subsidiary to,
remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding
the foregoing exceptions.


 


SECTION 5.05. Maintenance
of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of
its business in good working order and condition, ordinary wear and tear excepted.


 


SECTION 5.06. Books and
Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and account in
which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) permit
any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender
or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior notice, to
visit and inspect its properties, conduct at the Loan Party’s premises field examinations of the Loan Party’s assets, liabilities,
books and records, including examining and making extracts from its books and records, environmental assessment reports and Phase I or
Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable
times and as often as reasonably requested. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of
inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by
the Administrative Agent and the Lenders.


 


SECTION 5.07. Compliance
with Laws and Material Contractual Obligations. Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement
of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its
obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce
policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions.


 






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SECTION 5.08. Use of
Proceeds.


 


(a)               
The proceeds of the Loans and the Letters of Credit will be used only to finance the Transactions, for working capital needs, for
general corporate purposes of the Company and its subsidiaries in the ordinary course of business, to refinance certain Indebtedness under
the Existing Credit Agreement, the Term Loan Credit Agreement and the MDC Credit Agreement on the Restatement Date, and finance Permitted
Acquisitions and dividends and distributions, in each case, to the extent such dividends, and distributions are permitted under the terms
of this Agreement. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, (i) for any
purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X or (ii)
to make any Acquisition other than Permitted Acquisitions or related Earn-out payments to the extent permitted hereunder.


 


(b)               
The Borrowers will not request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that
its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or
Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any
activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for
a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any
party hereto.


 


SECTION 5.09. Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished to
the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof or waiver hereunder or thereunder contains no 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, and the furnishing of such
information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as to the matters specified in this
Section 5.09; provided that, with respect to the Projections, the Loan Parties will cause the Projections to be prepared
in good faith based upon assumptions believed to be reasonable at the time.


 


SECTION 5.10. Insurance.
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength
rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including
loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business
interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in
the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents.
The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, but no less frequently than annually, information
in reasonable detail as to the insurance so maintained.


 


With respect to each
real property subject to a Mortgage that is located in an area identified by the Federal Emergency Management Agency (or any
successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under
Flood Insurance Laws, the applicable Loan Party (A) has obtained and will maintain, with financially sound and reputable insurance
companies (except to the extent that any insurance company insuring such real property ceases to be financially sound and reputable
after the Restatement Date, in which case, the applicable Loan Party shall promptly replace such insurance company with a
financially sound and reputable insurance company), such flood insurance in such reasonable total amount as the Administrative Agent
and the Lenders may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and
regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon request of the Administrative Agent or any
Lender, will deliver to the Administrative Agent or such Lender, as applicable, evidence of such compliance in form and substance
reasonably acceptable to the Administrative Agent or such Lender, including, without limitation, evidence of annual renewals of such
insurance.


 






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SECTION 5.11. Casualty
and Condemnation. The Borrowers (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty
or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will
ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected
and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.


 


SECTION 5.12. People With
Significant Control Regime (United Kingdom). The Borrowers will, and will cause each other Loan Party and each Subsidiary to (a) within
the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the United Kingdom Companies Act 2006 from any company
incorporated in the United Kingdom whose shares are the subject of Liens under the Collateral Documents and (b) promptly provide the Administrative
Agent with a copy of that notice.


 


SECTION 5.13. Depository
Banks. Subject to exceptions to be mutually agreed by the Borrowers and the Administrative Agent, the Borrowers and their domestic
Subsidiaries will maintain the Administrative Agent or one of the Lenders as its principal depository bank, including for the maintenance
of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business, and all
such deposit accounts will be subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties
or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties.


 


SECTION 5.14. Additional
Collateral; Further Assurances.


 


(a)               
Subject to applicable Requirements of Law, each Loan Party will cause each of its Material Domestic Subsidiaries (excluding any
CFC Holdco) to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Administrative Agent shall have received
all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your
customer” rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation. Upon execution and delivery
thereof, each such Person (i) shall automatically become a Loan Guarantor and (ii) will grant Liens to the Administrative Agent, for the
benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including
any parcel of real property located in the U.S. owned by any Loan Party.


 


(b)               
Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Material Domestic Subsidiaries
and (ii)(x) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
and (y) to the extent not prohibited by applicable Requirements of Law, 100% of the issued and outstanding Equity Interests not entitled
to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)), in each case, in each Material Foreign Subsidiary directly owned by
a Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent
for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents
or other security documents as the Administrative Agent shall reasonably request; provided that if any Subsidiary is less than wholly
owned, any Equity Interests held by a Person that is not a Subsidiary of a Borrower shall not be required to be pledged (other than with
respect to the equity interests of Targeted Victory, LLC) pursuant to this clause (b) or otherwise.


 






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(c)               
 Without limiting the foregoing, each Loan Party will, and will cause each Material Subsidiary to, execute and deliver, or cause
to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken
such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other
documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any
Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions
of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by
the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the
Loan Parties.


 


(d)               
If any material assets (including any Material Real Property or improvements thereto or any interest therein) are acquired by any
Loan Party after the Restatement Date (other than assets constituting Collateral under the Security Agreement that become subject to the
Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and
the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien
securing the Secured Obligations or, in the case of any Material Real Property, to be subjected to a negative pledge agreement in form
and substance satisfactory to the Administrative Agent and (ii) take, and cause each applicable Loan Party to take, such actions as shall
be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph
(c) of this Section, all at the expense of the Loan Parties.


 


(e)               
Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until
(1) the date that occurs 30 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the
following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such
real property is located in a “special flood hazard area”, (A) a notification to the Borrower Representative (or applicable
Loan Party) of that fact and (if applicable) notification to the Borrower Representative (or applicable Loan Party) that flood insurance
coverage is not available and (B) evidence of the receipt by the Borrower Representative (or applicable Loan Party) of such notice; and
(iii) if such notice is required to be provided to the Borrower Representative (or applicable Loan Party) and flood insurance is available
in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have
received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed
by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).


 


(f)                
Notwithstanding anything in this Agreement or otherwise to the contrary, (a) no CFC Holdco or Material Foreign Subsidiary shall
be required to become a Guarantor or provide any Collateral, and (b) no Equity Interests of a CFC Holdco or foreign Subsidiary shall be
pledged or subject to Collateral, other than up to 65% of the voting Equity Interests in a first tier CFC Holdco or a Material Foreign
Subsidiary and, to the extent not prohibited by applicable Requirements of Law, 100% of the non-voting Equity Interests of a first tier
CFC Holdco that is a Material Foreign Subsidiary and Material Foreign Subsidiaries.


 


SECTION 5.15. Post-Closing
Requirements.


 


The Loan Parties shall perform
or cause to be performed each of the conditions subsequent set forth in Schedule 5.15 within the time periods specified therein.


 






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ARTICLE
VI


 


Negative Covenants


 


Until all of the Secured Obligations
shall have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:


 


SECTION 6.01. Indebtedness.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)               
the Secured Obligations;


 


(b)               
Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings
and replacements of any such Indebtedness in accordance with clause (g) hereof;


 


(c)               
Indebtedness of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or any other Subsidiary, provided that
(i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any other Loan Party shall be subject to Section 6.04
and (ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on
terms reasonably satisfactory to the Administrative Agent;


 


(d)               
Indebtedness of any Borrower or any Subsidiary to any Affiliate of any Borrower and of any Affiliate of any Borrower to any Borrower,
any other Loan Party or any Subsidiary, provided that (i) Indebtedness of any Affiliate to any Borrower or any other Loan Party
shall be subject to Section 6.04, (ii) Indebtedness of any Loan Party to any Affiliate shall be subordinated to the Secured
Obligations on terms reasonably satisfactory to the Administrative Agent, and (iii) such Indebtedness permitted by this clause (d) shall
not exceed $10,000,000 in the aggregate at any time outstanding;


 


(e)               
Guarantees by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other
Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by
any Borrower or other Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04
and (iii) if the Indebtedness so Guaranteed is subordinated to the Secured Obligations, the Guarantees permitted under this clause (e)
shall be subordinated to the Secured Obligations on the same terms;


 


(f)                
Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or
capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions,
renewals and replacements of any such Indebtedness in accordance with clause (g) below; provided that (i) such Indebtedness is
incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (f) together with any Refinance Indebtedness in respect thereof permitted by
clause (g) below, shall not exceed $30,000,000 at any time outstanding;


 


(g)                Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or
replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses
(b) and (f) and (j) and (l) hereof (such Indebtedness being referred to herein as the “Original
Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount or interest
rate of the Original Indebtedness (or, in the case of (l), increase the amount of the Original Indebtedness beyond $1,100,000,000),
(ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary,
(iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is
required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a
shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness other than
fees and interests are not less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi)
if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such
Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent
and the Lenders as those that were applicable to such Original Indebtedness;


 






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(h)               
Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property,
casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the
ordinary course of business;


 


(i)                
Indebtedness of any Loan Party or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar
obligations, in each case provided in the ordinary course of business;


 


(j)                
[reserved]


 


(k)               
Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at
the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary
and (ii) the aggregate principal amount of Indebtedness permitted by this clause (k) together with any Refinance Indebtedness in respect
thereof permitted by clause (g) above, shall not exceed $20,000,000 at any time outstanding;


 


(l)                
unsecured Indebtedness incurred under the MDC Notes Documents in an original principal amount not to exceed $1,100,000,000;


 


(m)             
the incurrence by the Company or its Subsidiaries of Indebtedness under Swap Agreements to the extent permitted under Section
6.07; and


 


(n)              other
unsecured Indebtedness so long as the Total Leverage Ratio, calculated on a pro forma basis after giving effect to such additional Indebtedness,
is less than the then applicable Total Leverage Ratio required pursuant to Section 6.12(a).


 


SECTION 6.02. Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now
owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof,
except:


 


(a)               
Liens created pursuant to any Loan Document;


 


(b)               
Permitted Encumbrances;


 


(c)               
any Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02;
provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary or any other Borrower
or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount thereof;


 






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(d)              Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such
Liens secure Indebtedness permitted by clause (f) of Section 6.01, (ii) such Liens and the Indebtedness secured
thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and
(iv) such Liens shall not apply to any other property or assets of any Borrower or any Subsidiary;


 


(e)               
any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower
or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after
the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation
of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply
to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Loan Party, as the case may be, and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;


 


(f)                
Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the
relevant jurisdiction covering only the items being collected upon;


 


(g)               
Liens arising out of Sale and Leaseback Transactions permitted by Section 6.06;


 


(h)              Liens
granted by a Subsidiary that is not a Loan Party in favor of a Borrower or another Loan Party in respect of Indebtedness owed by such
Subsidiary; and


 


(i)                
Liens on Accounts disposed of in Supply Chain Financing permitted hereunder.


 


SECTION 6.03. Fundamental
Changes.


 


(a)               
No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other
Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Event of Default shall have occurred and be continuing, (i) any Person may merge into a Borrower in a transaction in
which the surviving entity is a Borrower, (ii) any Person may merge into any Subsidiary of the Company in a transaction in which the surviving
entity is a Subsidiary of the Company and, if any party to such merger is a Loan Party, such surviving entity is a Subsidiary or becomes
a Subsidiary that is a Loan Party concurrently with such merger, and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve
if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially
disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section 6.04.


 


(b)               
No Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the type conducted by
the Borrowers and their Subsidiaries on the date hereof and businesses reasonably related thereto.


 






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(c)                (i)
PublicCo will not (A) engage in any business or activity other than the ownership of the outstanding Equity Interests of the Company
and the other Loan Parties, the continuance of its existence as the holding company of the Company and its Subsidiaries, and the
maintenance of its status as a publically listed company, and activities incidental thereto, (B) own or acquire any assets (other
than Equity Interests of the Company and the other Loan Parties, the cash proceeds of any Restricted Payments permitted by Section
6.08, and other assets with the consent of the Lenders, not to be unreasonably withheld), or (C) incur any liabilities (other
than liabilities under the Loan Documents, the MDC Notes Documents, guarantees with respect to Earn-outs and guarantees with respect
to lease payment and similar real estate-related payments, and liabilities reasonably necessary in connection with its purpose as
the holding company of the Company and its Subsidiaries and status as a publically listed company, and activities incidental or
necessary thereto) and (ii) MDC Partners will not (i) engage in any material business or activity other than the ownership of the
outstanding Equity Interests of its Subsidiaries, the continuance of its existence as the holding company of its Subsidiaries, and
the maintenance of its existence, and activities incidental thereto, (ii) own or acquire any assets (other than Equity Interests of
its Subsidiaries and the cash proceeds of any Restricted Payments permitted by Section 6.08), or (iii) incur any material
liabilities (other than liabilities under the Loan Documents, the MDC Notes Documents, guarantees with respect to Earn-outs and
guarantees with respect to lease payment and similar real estate-related payments, Indebtedness subordinated to the Secured
Obligations, and other liabilities reasonably necessary in connection with its purpose as the holding company of the its
Subsidiaries and activities incidental or necessary thereto).


 


(d)               
No Loan Party will, nor will it permit any Subsidiary to change its fiscal year or any fiscal quarter from the basis in effect
on the Restatement Date.


 


(e)               
No Loan Party will change the accounting basis upon which its financial statements are prepared.


 


(f)                
No Loan Party will change the tax filing elections it has made under the Code.


 


(g)              
No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written
consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division
(with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with
the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become
a Loan Party under this Agreement and the other Loan Documents.


 


SECTION 6.04. Investments,
Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, form any Subsidiary after
the Restatement Date in order to, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party
and a Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant
or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or
make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction
or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or
otherwise), except:


 


(a)              
Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties
or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties;


 


(b)               
investments in existence on the date hereof and described in Schedule 6.04;


 


(c)                investments
by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries or in joint ventures, provided that
(i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the
limitations applicable to Equity Interests of a foreign Subsidiary and CFC Holdco referred to in Section 5.14) and
(ii) the aggregate amount of investments by Loan Parties in (1) Subsidiaries that are not Loan Parties, (2) joint ventures and
(3) business and assets that are not located in the United States (together with outstanding intercompany loans permitted under Section 6.04(d) and
outstanding Guarantees permitted under Section 6.04(e)) shall not exceed the greater of (A) (x) $10,000,000 in any fiscal
year and (y) $20,000,000 in the aggregate at any time outstanding (in each case determined without regard to any write-downs or
write-offs) and (B) so long as no Event of Default has occurred and is continuing or would result after giving effect to such
investment, an amount not to exceed the Available Amount Basket (determined without regard to any write-downs or write-offs);


 






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(d)               
loans or advances made by any Loan Party to any Subsidiary or any Affiliate of a Loan Party or any joint venture of a Loan Party
and made by any Subsidiary or any Affiliate to a Loan Party (other than PublicCo) or any other Subsidiary, provided that (i) any
such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, (ii) the
amount of such loans and advances made by Loan Parties to (1) Subsidiaries that are not Loan Parties, (2) joint ventures or (3) to support
business or assets that are not located in the United States (together with outstanding investments permitted under Section 6.04(c)
and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed the greater of (A) $10,000,000 in any fiscal
year (and in no event to exceed $20,000,000 in the aggregate at any time outstanding, in each case determined without regard to any write-downs
or write-offs) and (B) so long as no Event of Default has occurred and is continuing or would result after giving effect to such loan
or advance, an amount not to exceed the Available Amount Basket (in each case determined without regard to any write-downs or write-offs)
and (iii) the amount of such loans and advances made by Loan Parties to Affiliates (other than PublicCo) that are not Loan Parties (together
with outstanding Guarantees permitted under Section 6.04(e)) shall not exceed the greater of (A) $15,000,000 at any time outstanding
(in each case determined without regard to any write-downs or write-offs) and (B) so long as no Event of Default has occurred and is continuing
or would result after giving effect to such loan or advance, an amount not to exceed the Available Amount Basket (in each case determined
without regard to any write-downs or write-offs); provided further that the amount of such loans and advances made by Loan Parties
to Reputation Defender and its Subsidiaries (together with outstanding Guarantees permitted under Section 6.04(e)) shall not
exceed $4,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 


(e)             
Guarantees constituting Indebtedness permitted by Section 6.01, provided (i) that the aggregate principal
amount of Indebtedness of (1) Subsidiaries that are not Loan Parties, (2) joint ventures or (3) to support business or assets that are
not located in the United States, in each case, that is Guaranteed by any Loan Party (together with outstanding investments permitted
under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to
the proviso to Section 6.04(d)) shall not exceed the greater of (A) (x) $10,000,000 in any fiscal year and (y) $20,000,000
in the aggregate at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (B) so long as
no Event of Default has occurred and is continuing or would result after giving effect to such Guarantees, an amount not to exceed the
Available Amount Basket (in each case determined without regard to any write-downs or write-offs) and (ii) that the aggregate principal
amount of Indebtedness of Affiliates (other than PublicCo) that are not Loan Parties that is Guaranteed by any Loan Party (together with
outstanding intercompany loans permitted under clause (iii) to the proviso to Section 6.04(d)) shall not exceed the greater
of (A) $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (B) so long as
no Event of Default has occurred and is continuing or would result after giving effect to such Guarantees, an amount not to exceed the
Available Amount Basket (in each case determined without regard to any write-downs or write-offs);


 






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(f)                
 loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent
with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,500,000 in the
aggregate at any one time outstanding;


 


(g)               
notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect
to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;


 


(h)               
investments in the form of Swap Agreements permitted by Section 6.07;


 


(i)               
investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a
Borrower or any of its Subsidiaries (including in connection with a Permitted Acquisition), so long as such investments were not made
in contemplation of such Person becoming a Subsidiary or of such merger;


 


(j)                
investments received in connection with the disposition of assets permitted by Section 6.05;


 


(k)               
investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;


 


(l)                
Permitted Acquisitions;


 


(m)             
investments in an aggregate amount of not greater than (x) $20,000,000 and (y) $10,000,000 in any fiscal year; and


 


(n)               
other investments in an amount not to exceed the Available Amount Basket (in each case determined without regard to any write-downs
or write-offs).


 


The foregoing to the contrary
notwithstanding, in no event shall any Loan Party be permitted to transfer, directly or indirectly, to any Subsidiary of a Loan Party
that is not also a Loan Party or to any other Person that is not a Loan Party to the extent that such transaction would involve the transfer
of (x) intellectual property that is material to the operation of the business of the Company and its Subsidiaries, or (y) the Equity
Interests of any Subsidiary of the Company that has an interest in intellectual property that is material to the operation of the business
of the Company and its Subsidiaries.


 


SECTION 6.05. Asset Sales.
No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity
Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than
to another Borrower or another Subsidiary in compliance with Section 6.04), except:


 


(a)               
sales, transfers and dispositions of (i) Inventory in the ordinary course of business, (ii) used, obsolete, worn out or surplus
Equipment or property in the ordinary course of business, and (iii) leases or subleases of real property not useful in the conduct of
the business of a Borrower or any of their Subsidiaries;


 


(b)               
sales, transfers and dispositions of assets to any Borrower or any Subsidiary, provided that any such sales, transfers or
dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.04 and Section 6.09;


 






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(c)               
 sales, transfers and dispositions of Accounts (including, without limitation, sales, transfers and dispositions of Accounts on
a non-recourse basis not in excess of $15,000,000, in the aggregate in any fiscal month, in connection with Supply Chain Financing but
otherwise excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof;


 


(d)               
sales, transfers and dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04;


 


(e)               
Sale and Leaseback Transactions permitted by Section 6.06;


 


(f)                
dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation
or similar proceeding of, any property or asset of any Loan Party or any Subsidiary;


 


(g)               
sales of assets identified to the Administrative Agent prior to the Restatement Date and described in Schedule 6.05, including,
so long as no Event of Default has occurred and is continuing or would result after giving effect to such sale;


 


(h)               
sales of assets with a fair market value not to exceed the greater of (i) 10% of EBITDA for the trailing four quarter period immediately
preceding such transaction and (ii) $30,000,000 in any trailing four quarter period pursuant to this clause (h);


 


(i)               
sales of non-core assets, so long as, with respect to any such sale of greater than $10,000,000, at least 75% of the proceeds of
such sale are received as cash; and


 


(j)                
sales of investments in joint ventures otherwise permitted under the Credit Agreement;


 


(k)               
transactions permitted by Section 6.02; and


 


(l)                
other sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests
in such Subsidiary are sold) that are not permitted by any other clause of this Section, so long as the Total Leverage Ratio for the four
quarter period immediately preceding such transaction for which financial statements have been delivered pursuant to Section 5.01 (determined
on a pro forma basis after giving effect to such transaction) is less than 3.00 to 1.00;


 


provided that all sales, transfers, leases
and other dispositions permitted under this Section 6.05 (other than those permitted by paragraphs (b), (d), and (f) shall
be made for fair value and for at least 75% cash consideration.


 


The foregoing to the contrary notwithstanding,
in no event shall any Loan Party be permitted to transfer, directly or indirectly, to any Subsidiary of a Loan Party that is not also
a Loan Party or to any other Person that is not a Loan Party to the extent that such transaction would involve the transfer of (x) intellectual
property that is material to the operation of the business of the Company and its Subsidiaries, or (y) the Equity Interests of any Subsidiary
of the Company that has an interest in intellectual property that is material to the operation of the business of the Company and its
Subsidiaries.


 


SECTION 6.06. Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, 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
hereafter 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”), except for any such
sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less than
the fair value of such fixed or capital asset and is consummated within 90 days after such Borrower or such Subsidiary acquires
or completes the construction of such fixed or capital asset.


 






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SECTION 6.07. Swap Agreements.
No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge
or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any
Borrower or any Subsidiary), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from
floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability
or investment of any Borrower or any Subsidiary.


 


SECTION 6.08. Restricted
Payments; Certain Payments of Indebtedness.


 


(a)               
No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:


 


(i)                
the Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of its common
stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common
stock;


 


(ii)              
any Loan Party (other than the Company) or any Subsidiary of a Loan Party may declare and pay dividends ratably with respect to
its Equity Interests;


 


(iii)            
the Borrowers may make Restricted Payments in the form of non-cash distributions of non-voting Equity Interests pursuant to and
in accordance with stock option plans, incentive plans, or other benefit plans for management or employees of the Borrowers and their
Subsidiaries;


 


(iv)             
the Borrowers may pay Tax Distributions as provided in Section 6.08(c);


 


(v)               
so long as no Event of Default has occurred and is continuing or would result after giving effect to such Restricted Payment, the
Company may declare and pay dividends in an amount not to exceed $25,000,000 in the aggregate in any fiscal year;


 


(vi)             
so long as no Event of Default has occurred and is continuing or would result after giving effect to such Restricted Payment, the
Company may declare and pay dividends in an amount not to exceed the Available Amount Basket;


 


(vii)           
so long as (x) no Event of Default has occurred and is continuing or would result after giving effect to such Restricted Payment,
(y) the Total Leverage Ratio for the four quarter period immediately preceding such transaction for which financial statements have been
delivered pursuant to Section 5.01 is not greater than 0.25 to 1.00 less than the then applicable Total Leverage Ratio required
pursuant to Section 6.12(a) on a pro forma basis after giving effect to such transaction, and (z) within five (5) Business Days
prior to the payment of such payment the Administrative Agent shall have received a certificate (with appropriate calculations attached
thereto) of the chief financial officer or president of the Borrower Representative certifying that the conditions in clauses (x) and
(y) will be satisfied before and after giving effect to such payment, the Borrowers may pay Earn-outs in connection with any Permitted
Acquisition;


 






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(viii)         
 so long as no Event of Default has occurred and is continuing or would result after giving effect to such Restricted Payment,
the Company may (or may declare and pay dividends to PublicCo for the purpose of) repurchase from employees of stock of the Company or
PublicCo or a Subsidiary up to an aggregate amount, for all such repurchases, dividends, payments and distributions permitted pursuant
to this clause (viii) not to exceed $15,000,000 in any fiscal year; and


 


(ix)             
so long as (x) no Event of Default has occurred and is continuing or would result after giving effect to such Restricted Payment,
(y) the Total Leverage Ratio for the four quarter period immediately preceding such transaction for which financial statements have been
delivered pursuant to Section 5.01 is not greater than 3.00 to 1.00 on a pro forma basis, and (z) within five (5) Business Days
prior to payment of such Restricted Payment the Administrative Agent shall have received a certificate (with appropriate calculations
attached thereto) of the chief financial officer or president of the Borrower Representative certifying that the conditions in clauses
(x) and (y) will be satisfied before and after giving effect to such Restricted Payment, the Company may make Restricted Payments in an
unlimited amount.


 


(b)               
No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or
any payment or other distribution (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 Indebtedness or any Earn-out payment, except:


 


(i)                
payment of Indebtedness created under the Loan Documents;


 


(ii)              
payment of all interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01,
including, for the avoidance of doubt, the MDC Notes and under the MDC Notes Documents;


 


(iii)            
repurchases of MDC Notes under the MDC Notes Documents in an unlimited amount so long as (x) no Event of Default has occurred and
is continuing or would result after giving effect to such repurchase, (y) the Total Leverage Ratio for the four quarter period immediately
preceding such repurchase for which financial statements have been delivered pursuant to Section 5.01 is not greater than 3.00
to 1.00 on a pro forma basis, and (z) within five (5) Business Days prior to such repurchase the Administrative Agent shall have received
a certificate (with appropriate calculations attached thereto) of the chief financial officer or president of the Borrower Representative
certifying that the conditions in clauses (x) and (y) will be satisfied before and after giving effect to such repurchase;


 


(iv)             
refinancings of Indebtedness to the extent permitted by Section 6.01;


 


(v)               
payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and


 


(vi)              payment
of Earn-out payments in connection with any Acquisition permitted hereunder, so long as (x) no Event of Default has occurred and is
continuing or would result after giving effect to such payment, (y) the Total Leverage Ratio for the four quarter period immediately
preceding such transaction for which financial statements have been delivered pursuant to Section 5.01 is not greater than
0.25 less than the then applicable Total Leverage Ratio required pursuant to Section 6.12(a) on a pro forma basis after
giving effect to such payment, and (z) within five (5) Business Days prior to the payment of such payment the Administrative Agent
shall have received a certificate (with appropriate calculations attached thereto) of the chief financial officer or president of
the Borrower Representative certifying that the conditions in clauses (x) and (y) will be satisfied before and after giving effect
to such payment.


 






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(c)               
Tax Distributions. Notwithstanding anything to the contrary in this Agreement, on each Tax Distribution Date, the Borrowers
may make distributions (each a “Tax Distribution”):


 


(i)                
to PublicCo in an amount equal to all of PublicCo’s federal, state, local and non-U.S. tax liabilities (including estimated
tax liabilities), calculated using the Assumed Tax Rate, attributable to any preferred units of the Company held by PublicCo during the
fiscal year or other taxable period to which the tax-related distributions relates;


 


(ii)              
then, to its members on a pro rata basis in accordance with the number of Company common units owned by each member, in an amount
sufficient to cause PublicCo to receive a distribution equal to all of PublicCo’s remaining Assumed Tax Liability (including estimated
tax liabilities) during the fiscal year or other taxable period to which the tax-related distribution relates;


 


(iii)            
amounts due under the Tax Receivable Agreement, to the extent the amounts distributed to PublicCo in clauses (i) and (ii) in excess
of PublicCo’s actual federal, state, local and non-U.S. tax liabilities calculated at the Assumed Tax Rate are insufficient to pay
the amounts due under the Tax Receivable Agreement.


 


SECTION 6.09. Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions
not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,
(b) transactions between or among the Loan Parties not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c)
or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08,
(including, for the avoidance of doubt, any payment to PublicCo in connection with PublicCo Expenses), (f) loans or advances to employees
permitted under Section 6.04(f), (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not
employees of such Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for
the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business, (h) any issuances
of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements,
stock options and stock ownership plans approved by a Borrower’s board of directors, (i) any contribution to the capital of the
Company by PublicCo or any purchase of Equity Interests of the Company by PublicCo or Stagwell Media LP, and (j) amounts due under the
Tax Receivable Agreement as permitted by 6.08(c)(iii).


 


SECTION 6.10. Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party
or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any
Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document or the MDC Notes
Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule
6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that
is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only
to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof.


 






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SECTION 6.11. Amendment
of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under its
charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other
organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.


 


SECTION 6.12. Financial
Covenants.


 


(a)               
Total Leverage Ratio. The Company will not permit the Total Leverage Ratio, on the last day of any fiscal quarter to be
greater than the ratio set forth opposite such period:


 


	Period	Ratio
	The Restatement Date through and including

                                                                                December 31, 2021
	4.75 to 1.00
	March 31, 2022 through and including

                                                                                December 31, 2022
	4.50 to 1.00
	March 31, 2023 and thereafter 	4.25 to 1.00


 


 


(b)               
[Reserved].


 


(c)               
Equity Cure. For purposes of determining compliance with clause (a) of this Section 6.12, any cash equity contribution
(which equity shall be common equity or other equity on terms reasonably acceptable to the Administrative Agent) made to the Company
on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for a
fiscal quarter or fiscal year pursuant to Section 5.01 hereof and designated on the date of such contribution as a “Specified
Equity Contribution” (each such designation, an “Equity Cure”) will, at the request of the Company, be included
in the calculation of EBITDA for such fiscal quarter or the last fiscal quarter of such fiscal year, as applicable, for the purposes
of determining compliance with clause (a) of this Section at the end of such fiscal quarter or applicable subsequent periods including
such fiscal quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”),
provided that (i) no more than one Specified Equity Contribution may be made in any period of four consecutive fiscal quarters, (ii)
no more than three Specified Equity Contributions may be made during the term of this Agreement, (iii) the amount of any Specified Equity
Contribution shall be no greater than 100% of the amount required to cause the Company to be in compliance with clause (a) of this Section
6.12, (iv) all Specified Equity Contributions shall be disregarded for all other purposes herein other than determining compliance
with the covenants in clause (a) of this Section 6.12 and shall not result in any pro forma reduction of Indebtedness or increase
in cash with respect to the fiscal quarter with respect to which such Specified Equity Contribution was made, and (v) no Lender or Issuing
Bank shall be required to make any extension of credit hereunder if an Event of Default under the covenants set forth in Section 6.12(a)
has occurred and is continuing during the ten (10) Business Day period during which the Company may exercise an Equity Cure unless
and until the Specified Equity Contribution is actually received.


 






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ARTICLE
VII


 


Events of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)               
the Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when
and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)               
the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) 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;


 


(c)               
any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with,
this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in
any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other
Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially
incorrect when made or deemed made;


 


(d)               
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a),
5.03 (with respect to a Loan Party’s existence), 5.08 or 5.15, or in Article VI;


 


(e)               
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d)), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of
any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request
of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)),
5.03 through 5.07, 5.10, 5.11 or 5.13 of this Agreement or (ii) 15 days after the earlier of any Loan
Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any
Lender) if such breach relates to terms or provisions of any other Section of this Agreement;


 


(f)                
any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness when and as the same shall become due and payable (including, for the avoidance of doubt, the
MDC Notes) that would constitute a default thereunder;


 


(g)               
any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such
sale or transfer is permitted by the terms of Section 6.05;


 






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(h)               
 an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving
or ordering any of the foregoing shall be entered;


 


(i)                
any Loan Party or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this
Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;


 


(j)                
any Loan Party or any Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to,
or fail generally, to pay its debts as they become due;


 


(k)               
one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against any Loan
Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of any Loan Party or any Subsidiary to enforce any such judgment or any Loan Party or any Subsidiary shall fail within
thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal and being appropriately
contested in good faith by proper proceedings diligently pursued;


 


(l)                
an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount
exceeding (i) $1,000,000 in any year or (ii) $3,000,000 for all periods;


 


(m)             
a Change in Control shall occur;


 


(n)               
the occurrence of any “default”, as defined in any Loan Document (other than this Agreement), or the breach of any
of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace
therein provided;


 


(o)               
the Loan Guaranty or any Obligation Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue
or to assert the invalidity or unenforceability of the Loan Guaranty or any Obligation Guaranty, or any Loan Guarantor shall fail to comply
with any of the terms or provisions of the Loan Guaranty or any Obligation Guaranty to which it is a party, or any Loan Guarantor shall
deny that it has any further liability under the Loan Guaranty or any Obligation Guaranty to which it is a party, or shall give notice
to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08 or any notice of termination
delivered pursuant to the terms of any Obligation Guaranty;


 






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(p)               
 except as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a
valid security interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease
to be a perfected, first priority Lien;


 


(q)               
any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the
invalidity or unenforceability of any Collateral Document; or


 


(r)                
any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction
that evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and
enforceable in accordance with its terms\;


 


then, and in every such event
(other than an event with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower
Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitments whereupon
the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part,
but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared
to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other
obligations of the Borrowers accrued hereunder shall become due and payable immediately, in each case without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrowers,; and in the case of any event with respect to the Borrowers
described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then
outstanding together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and
other obligations of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, in
each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the
occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders
shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights
and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under
the UCC.


 


ARTICLE
VIII


 


The Administrative Agent


 


SECTION 8.01. Appointment.
Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the
Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required
under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative
Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such
Lender’s or Issuing Bank’s behalf. The provisions of this Article are solely for the benefit of the Administrative Agent
and the Lenders (including the Swingline Lender and the Issuing Bank), and the Loan Parties shall not have rights as a third party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in
any other Loan Documents (or any 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 independent contracting
parties.


 






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SECTION 8.02. Rights as
a Lender. The bank 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 such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with any Loan Party or any Subsidiary or any Affiliate thereof
as if it were not the Administrative Agent hereunder.


 


SECTION 8.03. Duties and
Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents.
Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the 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 necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly
set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with
the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined
by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the
existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


SECTION 8.04. Reliance.
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 believed by it to be genuine and to have been signed or sent 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 be made by the proper
Person, and shall not incur any liability for relying thereon. 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.


 


SECTION 8.05. Actions
through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by 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 through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as the Administrative Agent.


 






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SECTION 8.06. Resignation.
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no 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, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by its successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative
Agent shall be the same as those payable to its predecessor, unless otherwise agreed by the Borrowers and such successor. Notwithstanding
the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within
thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give
notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower Representative, whereupon, on the date
of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative
Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case
of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time
as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and
agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document,
including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to
and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments
required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the
Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be
given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness
of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and
Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document,
shall continue in effect for the benefit of such retiring 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 it was acting as Administrative Agent and in respect of the
matters referred to in the proviso under clause (a) above.


 


SECTION 8.07. Acknowledgements
of Lenders and Issuing Banks.


 


(a)                Each
Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending
facility,(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as
may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of
purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert
a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any
Joint Lead Arranger, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the
foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to
decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to
such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or
hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans
or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently and without
reliance upon the Administrative Agent, any Joint Lead Arranger, any Co-Documentation Agent or any other Lender or Issuing Bank, or
any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material,
non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) 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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(b)               
Each Lender, by delivering its signature page to this Agreement on the Restatement Date, or delivering its signature page to an
Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or
satisfactory to, the Administrative Agent or the Lenders on the Restatement Date.


 


(c)               
(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has
determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates
(whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion
thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the
amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon
in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount
is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law,
such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received,
including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative
Agent to any Lender under this ‎Section 8.07(c)
shall be conclusive, absent manifest error.


 


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


 






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


 


(iv)             
Each party’s obligations under this ‎Section 8.07(c) shall survive the
resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender,
the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


SECTION 8.08. Other Agency
Titles. The Co- Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have
a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their
respective capacities Co-Documentation Agent, as applicable, as it makes with respect to the Agents in the preceding paragraph.


 


SECTION 8.09. Not Partners
or Co-Venturers; Administrative Agent as Representative of the Secured Parties.


 


(a)               
The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise
set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the
exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal
or interest has become due and payable pursuant to the terms of this Agreement.


 


(b)               
In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term
 “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Collateral
Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other
than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document,
it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the
Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral
security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute
and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral
in favor of the Administrative Agent on behalf of the Secured Parties.


 






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SECTION 8.10. Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to
credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or
all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or
through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the
provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any
other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of
debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in
accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties
shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable
basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a
ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the
contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity
interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In
connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign
any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the
Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or
vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for
the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such
acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or
indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted
assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the
case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the
Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition
vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations
which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests,
in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured
Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition
vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of
Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or
otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such
Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall
automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or
vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding
the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such
acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle,
the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.


 


SECTION 8.11. Certain ERISA
Matters.


 


(a)                Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other
Loan Party, that at least one of the following is and will be true:


 






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(i)                
such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans
in connection with such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, the Commitments or this Agreement,


 


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


 


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


 


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


 


(b)               
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a
Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that the
Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
hereto or thereto).


 


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


 






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SECTION 8.12. Flood Laws.
Chase has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National
Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). Chase, as administrative agent or collateral
agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate)
documents that it receives in connection with the Flood Laws. However, Chase reminds each Lender and Participant in the facility that,
pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible
for assuring its own compliance with the flood insurance requirements.


 


ARTICLE
IX


 


Miscellaneous


 


SECTION 9.01. Notices.


 


(a)               
Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and
subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:


 


(i)            if to any Loan Party, to it in care of the Borrower Representative at:


 


MDC Partners

c/o The Stagwell Group LLC

1808 Eye Street, Floor 6


Washington, D.C. 20006

Attention: Ryan Greene


 


(ii)          
if to the Administrative Agent, the Swingline Lender, or Chase in its capacity as an Issuing Bank, to JPMorgan Chase Bank, N.A.
at:


 


JPMorgan Chase Bank, N.A.


Middle Market Servicing


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL 60603-2300


Attention: Michael Ausberry


Fax No: (844) 490-5663


 


With a copy to:


JPMorgan Chase Bank, N.A.


1650 Market St. Floor 30


Philadelphia, PA 19103


Attention: Daniel K. Reagle


Fax No: (215) 933-3364


 






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(iii)          if to Chase in its capacity as an Issuing Bank, at:


 


JPMorgan Chase Bank, N.A.


JPMorgan Loan Services


10 South Dearborn
Street


Attention: Chicago
LC Agency Activity Team


Fax No. (214) 307-6874


Chicago.LC.Agency.Activity.Team@JPMChase.com


 


With a copy to:


 


JPMorgan Chase Bank,
N.A.


Middle Market Servicing


10 South Dearborn,
Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: Michael
Ausberry


Fax No: (844) 490-5663


 


(iv)         
if to any other Lender or Issuing Bank, to it at its address or fax number set forth in its Administrative Questionnaire.


 


All such notices and other communications (i)
sent by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when received,
(ii) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business hours for the
recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the
recipient, or (iii) delivered through Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in paragraph
(b) below shall be effective as provided in such paragraph.


 


(b)                Notices
and other communications to the Borrower Representative, any Loan Party, the Lenders and the Issuing Bank hereunder may be delivered
or furnished by using Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no
Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the
applicable Lender. Each of the Administrative Agent and the Borrower Representative (on behalf of the Loan Parties) may, in its
discretion, agree to accept notices and other communications to it hereunder by using Electronic Systems or Approved Electronic
Platforms, as applicable, 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 proscribes, all such notices and other
communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or a
communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii)
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its 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, e-mail 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 of the recipient.


 






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(c)               
Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice
to the other parties hereto.


 


(d)               
Posting of Communications.


 


(i)            Each
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and
the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic system chosen
by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(ii)          Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Restatement Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and each Borrower acknowledges and agrees that
the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible
for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and each Borrower
hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of
such distribution.


 


(iii)         THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS
OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY JOINT LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED
PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR
ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES
OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION
OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC 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 by the Administrative Agent, any Lender or any Issuing Bank by means of
electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 






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(iv)         Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic
communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing
notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(v)          Each
of the Lenders, each of the Issuing Banks and each Borrower agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(vi)         Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


SECTION 9.02. Waivers;
Amendments.


 


(a)               
No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under
any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank
may have had notice or knowledge of such Default at the time.


 






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(b)                Except
as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase) and subject to Section
2.14(c), (d) and (e) and Section 9.02(e) below, neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or
agreements in writing entered into by the Borrowers and the Required Lenders (with respect to any waiver, amendment, or modification
of Section 6.01(e) or (f) or Section 6.04(c), such agreement or objection to the proposed waiver, amendment or
modification not to be unreasonably delayed) or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements
in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of
the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender without the written
consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without
the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except that
any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this
Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B)), (C) postpone any
scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees
or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender)
directly affected thereby, (D) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments
are shared, without the written consent of each Lender (other than any Defaulting Lender), (E) [Reserved], (F) change any of the
provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or
make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting
Lender) directly affected thereby, (G) change Section 2.20, without the consent of each Lender (other than any Defaulting
Lender), (H) release any Loan Guarantor from its obligation under its Loan Guaranty or Obligation Guaranty (except as otherwise
permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), (I)
except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral
without the written consent of each Lender (other than any Defaulting Lender) or (J) change the definition of “Agreed
Currency” or any other provision of Section 2.01 with respect to any Agreed Currency; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or the
Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or the Issuing Bank, as
the case may be (it being understood that any amendment to Section 2.20 shall require the consent of the Administrative
Agent, the Swingline Lender and the Issuing Bank); provided further that no such agreement shall amend or modify the
provisions of Section 2.07 or any letter of credit application and any bilateral agreement between a Borrower and the Issuing
Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between such Borrower and the
Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and
the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments
entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan
Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the
Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrowers and the
requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this
Section if such Class of Lenders were the only Class of Lenders hereunder at the time.


 


(c)                The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to
release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all of the
Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash
collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property
being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such
certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity
Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty or Obligation Guaranty provided by
such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a
transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in
connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in
the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of
the Required Lenders or, if required by Section 9.02(b)(ii)(I), each Lender (other than any Defaulting Lender). Any such
release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being
released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds
of any sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative
Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 






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(d)               
If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers, the Administrative
Agent and the Issuing Bank and is not an affiliate of Holdings shall agree, as of such date, to purchase for cash the Loans and other
Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this
Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15
and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement
under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.
Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption
executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating
an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties
are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to
be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of
any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment
as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties
thereto.


 


(e)               
Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only,
amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


SECTION 9.03. Expenses;
Indemnity; Damage Waiver.


 


(a)                The
Loan Parties, jointly and severally, shall pay all (i) reasonable 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, in
connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System or
Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents
and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket
expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection
of its rights in connection with the Loan Documents, including its rights under this Section, or 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. Expenses being reimbursed by the Loan Parties under this Section
include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:


 






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(A)             
appraisals and insurance reviews;


 


(B)             
background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of
the Administrative Agent;


 


(C)             
Taxes, fees and other charges for (i) lien and title searches and title insurance and (ii) recording the Mortgages, filing financing
statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(D)             
sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay
or take; and


 


(E)              
forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock
boxes, and costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)               
The Loan Parties, jointly and severally, shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto
of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any
Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank 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
a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure of
a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment
made by such Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective Proceeding relating to any of the
foregoing, whether or not such Proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any
other third Person and whether based on contract, tort or any other theory 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 Liabilities or related expenses
are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence
or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that
represent losses or damages arising from any non-Tax claim.


 






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(c)               
To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or the Issuing Bank (or any Related Party of any
of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrowers’ failure to pay any such amount
shall not relieve the Borrowers of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss,
claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent,
the Swingline Lender or the Issuing Bank in its capacity as such.


 


(d)               
To the extent permitted by applicable law (i) neither any Borrower nor any other Loan Party shall assert, and each Borrower and
each Loan Party hereby waives, any claim against the Administrative Agent, any Joint Lead Arranger, the Issuing Bank and any Lender, and
any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any
Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained
through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall
assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter
of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(d) shall relieve any Borrower
or any other Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(b), against any special,
indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(e)               
All amounts due under this Section 9.03 shall be payable not later than 30 days after written demand therefor.


 


SECTION 9.04. Successors
and Assigns.


 


(a)               
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower
may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender that is not
a Defaulting Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no Lender
may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)         (i)       
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations
in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:


 


(A)             
the Borrower Representative, provided that the Borrower Representative 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 no consent of the Borrower Representative shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 


(B)             
the Administrative Agent;


 


(C)             
the Issuing Bank; and


 


(D)             
the Swingline Lender.


 


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


 


(A)             
except in the case of an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund, or an assignment of the entire
remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent
otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred
and is continuing;


 


(B)             
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement and shall include a proportionate amount of such Lender’s Revolving Commitments as of the date of such assignment;


 


(C)             
the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500; and


 


(D)             
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may
receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state
securities laws.


 






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For the purposes of this Section
9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


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


 


“Ineligible Institution”
means a (a) natural person, (b) a Defaulting Lender or its Lender Parent, (c) holding company, investment vehicle or trust for, or owned
and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, with respect to clause (c), such
holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the
primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative
thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000
and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary
course of its business; provided that upon the occurrence of an Event of Default, any Person (other than a Lender) shall be an Ineligible
Institution if after giving effect to any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding
Aggregate Credit Exposure or Commitments, as the case may be or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party.


 


(iii)            
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,
2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section.


 


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


 


(v)                Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to
which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided
that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section
2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no
obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment
shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this paragraph.


 






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(c)               
Any Lender may, without the consent of, or notice to, the Borrowers, the Administrative Agent, the Swingline Lender or the Issuing
Bank, sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution
in all or a portion of such Lender’s rights and 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 Borrowers,
the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and/or obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 to any amendment, modification or waiver described in the first proviso to Section 9.02(b)
that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15,
2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Sections 2.17(f)
and (g) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating
Lender and the information and documentation required under Section 2.17(g) will be delivered to the Borrower Representative
and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and
2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater
payment under Sections 2.15 or 2.17 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 Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of
Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to
the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d)
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
Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (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 this Agreement or any other 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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(d)               
 Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


SECTION 9.05. Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement
or any other Loan Document or any provision hereof or thereof.


 


SECTION 9.06. Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)               
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents
and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) increases or reductions of the
Issuing Bank Sublimit of the Issuing Bank 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. Except as provided in Section
4.01, 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 which, when taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 


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


 






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SECTION 9.07. Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 


SECTION 9.08. Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by
such Lender or any such Affiliate, to or for the credit or the account of any Loan Party against any and all of the Secured
Obligations owing to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Loan Parties may be contingent
or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate 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 2.20 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the
Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender or such Affiliate
shall notify the Borrower Representative and the Administrative Agent of such setoff or application; provided that the
failure to give such notice shall not affect the validity of such setoff or application under this Section. The rights of each
Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender or their respective Affiliates may have.


 






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SECTION 9.09. Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)               
The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed
in accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)               
Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any
U.S. federal or New York state court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan
Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted
by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts
of any jurisdiction.


 


(c)               
Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


 


(d)               
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


SECTION 9.10. WAIVER OF
JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, 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
OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11. Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 






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SECTION 9.12. Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the
extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other
Loan Document or any suit, 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, to
(x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement, or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Loan Parties and their obligations or (z) to credit insurers or reinsurers or any counterparty to any securitization
transaction with respect to the Obligations, (g) with the consent of the Borrower Representative (h) to holders of Equity
Interests in any Borrower, (i) to any Person providing a Guarantee of all or any portion of the Secured Obligations;
(j) on a confidential basis to (1) any rating agency in connection with rating any Borrower or its Subsidiaries or the
credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and
monitoring of identification numbers with respect to the credit facilities provided for herein, or (k) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers. For the
purposes of this Section, “Information” means all information received from the Borrowers relating to the
Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any
Lender on a non-confidential basis prior to disclosure by the Borrowers and other than information pertaining to this Agreement
provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided
that, in the case of information received from the Borrowers 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
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.


 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING
THE BORROWERS, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE
WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY ANY BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS, THE LOAN PARTIES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 






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SECTION 9.13. Several Obligations;
Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any
Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.
Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Federal Reserve
Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding,
neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.


 


SECTION 9.14. USA PATRIOT
Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant to the requirements
of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes
the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with
the USA PATRIOT Act.


 


SECTION 9.15. Disclosure.
Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from
time to time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties and their respective
Affiliates.


 


SECTION 9.16. Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of
the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law
can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of
any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request
therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative
Agent’s instructions.


 


SECTION 9.17. Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have
been received by such Lender.


 


SECTION 9.18. Marketing
Consent. The Borrowers hereby authorize each Joint Lead Arranger and its affiliates, at their respective sole expense, but without
any prior approval by the Borrowers, to publish such tombstones and give such other publicity to this Agreement as each may from time
to time determine in its sole discretion. The foregoing authorization shall remain in effect unless the Borrower Representative notifies
the Joint Lead Arrangers in writing that such authorization is revoked.


 






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SECTION 9.19. 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 may be subject to the Write-Down and Conversion Powers of the
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)              the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)               the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)                
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


SECTION 9.20. Judgment
Currency. If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency
in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the
rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase
the Original Currency with the Second Currency at the Spot Rate on the date two Business Days preceding that on which judgment is given.
The Borrowers agree that their obligations in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment
or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the applicable Agent
receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal
banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so
paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in
the Original Currency, the Borrowers agree as a separate obligation and notwithstanding any such payment or judgment to indemnify the
Administrative Agent against such loss. The term “rate of exchange” in this Section means the Spot Rate at which the Administrative
Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and
includes any premium and costs of exchange payable in connection with such purchase.


 


SECTION 9.21. Acknowledgement
Regarding Any Supported QFCs.


 


(a)               
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement
or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the
Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support
(with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States):


 






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(b)               
 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.


 


SECTION 9.22. No Fiduciary
Duty, etc. (a) Each Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party
will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is
acting solely in the capacity of an arm’s length contractual counterparty to such Loan Party with respect to the Loan Documents
and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower or
any other person. Each Loan Party agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary
duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each Loan Party acknowledges
and agrees that no Credit Party is advising the Borrowers as to any legal, tax, investment, accounting, regulatory or any other matters
in any jurisdiction. The Borrowers shall consult with their own advisors concerning such matters and shall be responsible for making its
own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties
shall have no responsibility or liability to the Borrowers with respect thereto.


 


SECTION 9.23. Mortgaged
Real Property. Each of the parties hereto acknowledges and agrees that, if there is any real property subject to a Mortgage, any increase,
extension or renewal of any of the Commitments or Loans (including the increase in additional Revolving Commitments pursuant to Section
2.09 but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans and Swingline Loans or
(iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all
flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with
respect to such real property as required by Flood Insurance Laws and as otherwise reasonably required by the Lenders and (2) the Administrative
Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has
been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).


 






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SECTION 9.24. Joint
and Several. Each Borrower hereby unconditionally and irrevocably agrees it is jointly and severally liable to the
Administrative Agent, the Issuing Bank and the Lenders for the Secured Obligations. In furtherance thereof, each Borrower agrees
that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several
obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the
Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever
by the Administrative Agent, the Issuing Bank, any Lender or any other Person. Each Borrower's liability for the Secured Obligations
shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what
purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of
credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution,
reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the
Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender has been paid in full and all of the
Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend
credit to the Borrowers. Each Borrower's joint and several liability hereunder with respect to the Secured Obligations shall, to the
fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity,
enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of
the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Party or any
Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification,
waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any
provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations,
or any other agreement now or hereafter executed by any other Loan Party and delivered to the Administrative Agent, (iv) the failure
by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to
preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or
the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in
whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in
the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges
payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any
other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and
during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice to any
Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first
proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the
Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders
under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or
its property. Each Borrower consents and agrees that neither the Administrative Agent nor any Lender shall be under no obligation to
marshal any assets in favor of any Loan Party or against or in payment of any or all of the Secured Obligations.


 


SECTION 9.25. Amendment
and Restatement.


 


(a)                On
the Restatement Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties
hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to Section 2.10(e) and the other Loan
Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, refinancing or
termination of the obligations under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) the
 “Loans” (as defined in the Existing Credit Agreement) have not become due and payable prior to the Restatement Date as a
result of the amendment and restatement of the Existing Credit Agreement; (iii) such obligations are in all respects continuing with
only the terms thereof being modified as provided in this Agreement; (iv) upon the effectiveness of this Agreement all loans and
letters of credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be
part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement; and (v) the Liens granted
under the Existing Credit Agreement and the other Collateral Documents (as defined in the Existing Credit Agreement) securing
payment of such obligations are in all respects ratified, confirmed, and continuing and in full force and effect, without
interruption or impairment of any kind, after giving effect to this Agreement and the other Loan Documents and the transactions
contemplated hereby and shall continue to secure the Obligations (as defined herein), except to the extent such Collateral Documents
are amended, restated, modified or otherwise supplemented on the Restatement Date.


 






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(b)               
Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of any Loan Party
contained in the Existing Credit Agreement, such Loan Party acknowledges and agrees that any causes of action or other rights created
prior to the Restatement Date in favor of any Lender and its successors arising out of the representations and warranties of such Loan
Party and contained in or delivered (including representations and warranties delivered in connection with the making of the loans or
other extensions of credit thereunder) in connection with the Existing Credit Agreement or any other Loan Document executed in connection
therewith prior to the Restatement Date shall survive the execution and delivery of this Agreement; provided, however, that
it is understood and agreed that the Borrowers’ monetary obligations under the Existing Credit Agreement in respect of the loans
and letters of credit thereunder are now monetary obligations of the Borrowers as evidenced by this Agreement as provided in Section 2
hereof.


 


(c)               
All indemnification obligations of any Loan Party pursuant to the Existing Credit Agreement (including any arising from a breach
of the representations thereunder) with respect to any losses, claims, damages, liabilities and related expenses occurring prior to the
Restatement Date shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. All costs and
expenses which were due and owing under the Existing Credit Agreement shall continue to be due and owing under, and shall be due and payable
in accordance with, this Agreement.


 


(d)               
On and after the Restatement Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”,
 “thereof” or similar words referring to the Existing Credit Agreement shall mean and be a reference to this Agreement.


 


ARTICLE
X



Loan Guaranty


 


SECTION 10.01. Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for,
and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the
prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations
and all costs and expenses, including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees
(including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing
Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against,
any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together
with the Secured Obligations, collectively the “Guaranteed Obligations”; provided, however, that the
definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest
by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any
obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole
or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension
or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate
of any Lender that extended any portion of the Guaranteed Obligations.


 






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SECTION 10.02. Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require
the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower or any Loan Guarantor, or any other guarantor of, or
any other Person obligated for, all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or
otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


SECTION 10.03. No Discharge
or Diminishment of Loan Guaranty.


 


(a)               
Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not
subject to any reduction, limitation, impairment or termination for any reason (other than the Payment in Full of the Guaranteed Obligations),
including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed
Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any
other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar
proceeding affecting any Obligated Party or their assets, or any resulting release or discharge of any obligation of any Obligated Party;
or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party,
the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection herewith or in any unrelated transactions.


 


(b)               
The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision
of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 


(c)               
Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure
of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all
or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations
of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the
Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to
any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment
or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to
any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law
or equity (other than the Payment in Full of the Guaranteed Obligations).


 


SECTION 10.04. Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out
of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from
any cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party, other
than the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not
provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party or
any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a
defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one
or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail
to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the
Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it
against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan
Guaranty, except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by applicable law,
each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to
applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor
against any Obligated Party or any security.


 






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SECTION 10.05. Rights of
Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification, that it has against any Obligated Party or any collateral, until the Loan Parties and the Loan Guarantors
have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.


 


SECTION 10.06. Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through
exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization
of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Loan Guarantor’s
obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been
made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration
of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower,
all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless
be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.


 


SECTION 10.07. Information.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent, the Issuing
Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.


 


SECTION 10.08. Termination.
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until
five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each
Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the
fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions
for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute a waiver of, or
eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any
Default or Event of Default that shall exist under Article VII hereof as a result of any such notice of termination.


 


SECTION 10.09. Taxes.
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such
withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so
required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the
relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by
such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to
additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the
amount it would have received had no such withholding been made.


 






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SECTION 10.10. Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall
be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable Transactions
Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s obligations
hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into
account.


 


SECTION 10.11. Contribution.


 


(a)               
To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed
Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as
defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan
Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash
of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and all Commitments
and Letters of Credit have terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably
acceptable to the Administrative Agent and the Issuing Bank, and this Agreement, the Swap Agreement Obligations and the Banking Services
Obligations have terminated, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed
by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately
prior to such Guarantor Payment.


 


(b)               
As of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair
saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor
that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(c)               
This Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this
Section 10.11 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts
as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)               
The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan
Guarantor or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)                The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon
the full and indefeasible payment of the Guaranteed Obligations in cash (other than Unliquidated Obligations that have not yet
arisen) and the termination or expiry (or, in the case of all Letters of Credit, full cash collateralization), on terms reasonably
acceptable to the Administrative Agent and the Issuing Bank, of the Commitments and all Letters of Credit issued hereunder and the
termination of this Agreement, the Swap Agreement Obligations and the Banking Services Obligations.


 






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SECTION 10.12.  Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative
with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other
Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without
any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the
contrary.


 


SECTION 10.13.  Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect
of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the
maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise
under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater
amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain
in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13
constitute, and this Section 10.13 shall be deemed to constitute, 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 Commodity Exchange Act.


 


ARTICLE
XI


 


The Borrower Representative


 


SECTION 11.01.   Appointment;
Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred
to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably
authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly
set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their
agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly
disburse such Loans to the appropriate Borrower(s), provided that such amount shall not exceed Availability. The Administrative Agent
and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or
any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.


 


SECTION 11.02.  Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower
Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative
shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Borrower Representative.


 


SECTION 11.03.   Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other
Loan Document by or through authorized officers.


 






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SECTION 11.04.   Notices.
Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder,
refer to this Agreement, describe such Default or Event of Default, and state that such notice is a “notice of default”.
In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof
to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to
each Borrower on the date received by the Borrower Representative.


 


SECTION 11.05.   Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any
time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give
prompt written notice of such resignation to the Lenders.


 


SECTION 11.06. Execution
of Loan Documents. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute
and deliver to the Administrative Agent and the Lenders the Loan Documents (other than the Credit Agreement and any notes pursuant to
Section 2.10(e) or any amendment or joinder document pursuant to which such Person becomes a Borrower hereunder, in each case, which shall
be executed by each Borrower) and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate
to effect the purposes of the Loan Documents, including, without limitation, the Compliance Certificates. Each Borrower agrees that any
action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents,
and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Borrowers.


 


(Signature Pages Follow)





 






    134


     


    

 



 


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


 


	BORROWERS:	STAGWELL
    MARKETING GROUP LLC
	 	 
	 	By:	/s/ Ryan J. Greene



 


	 	Name:	Ryan
    Greene
	 	Title:	Authorized
    Person



 


	 	MIDAS
    OPCO HOLDINGS LLC
	 	 
	 	By:	/s/ Frank Lanuto



 


	 	Name:	Frank Lanuto
	 	Title:	Authorized
    Person



 


	 	MAXXCOM
    LLC
	 	 
	 	By:	/s/ Frank Lanuto



 


	 	Name:	Frank Lanuto
	 	Title:	Authorized
    Person




 


	GUARANTORS:	 STAGWELL MARKETING GROUP HOLDINGS LLC
	 	STAGWELL PERFORMANCE MARKETING & DIGITAL
	 	TRANSFORMATION LLC
	 	PMX AGENCY LLC
	 	SKDKNICKERBOCKER LLC
	 	CODE AND THEORY LLC
	 	CODE AND THEORY (SF) LLC
	 	MEDIACURRENT INTERACTIVE SOLUTIONS, LLC
	 	RHYTHM INTERACTIVE LLC
	 	STAGWELL MARKET RESEARCH LLC
	 	HARRIS INSIGHTS AND ANALYTICS LLC
	 	SCOUT MARKETING LLC
	 	NATIONAL RESEARCH GROUP, INC.
	 	MULTI-VIEW HOLDINGS INC.
	 	MULTI-VIEW, INC.
	 	CONTENT MANAGEMENT CORPORATION
	 	HARRISX LLC
	 	GRASON AGENCY LLC
	 	TARGETED VICTORY, LLC
	 	TARGETED HOLDINGS LLC
	 	FORWARDPMX GROUP LLC
	 	STAGWELL MARKETING COMMUNICATIONS LLC
	 	THE SEARCH AGENCY INC.
	 	STAGWELL PERFORMANCE MARKETING INC.
	 	GRASON AGENCY GROUP LLC
	 	SLOANE & COMPANY LLC
	 	KETTLE SOLUTIONS LLC
	 	MMI AGENCY, LLC
	 	CODE AND THEORY SOUTH AMERICA LLC
	 	TRUELOGIC SOFTWARE LLC







	 	As
    to all the above
	 	 
	 	By:	/s/ Ryan Greene





	 	Name:	Ryan
    Greene
	 	Title:	Authorized
    Person


 


[JPMC/Stagwell
 – Signature Page to A&R Credit Agreement]






     


     


    

 


	 	MDC CORPORATE (US) LLC
	 	ANOMALY PARTNERS LLC
	 	A-ALLIANCE LLC
	 	CRISPIN PORTER & BOGUSKY LLC
	 	TARGETCAST LLC
	 	GALE PARTNERS LLC
	 	Y MEDIA LABS LLC
	 	72ANDSUNNY PARTNERS, LLC
	 	72ANDSUNNY PARTNERS LLC
	 	COLLE & MCVOY LLC
	 	CONCENTRIC PARTNERS LLC
	 	DONER PARTNERS LLC
	 	HPR PARTNERS, LLC
	 	YAMAMOTO, LLC
	 	UNIQUE INFLUENCE PARTNERS LLC
	 	ALLEGORY LLC
	 	ANOMALY PARTNERS LA LLC
	 	MONO ADVERTISING, LLC
	 	72ANDSUNNY MIDCO LLC




 


	 	As
    to all the above
	 	 
	 	By:	/s/ Frank Lanuto



 


	 	Name:	Frank Lanuto
	 	Title:	Authorized
    Person




 


 


[JPMC/Stagwell
 – Signature Page to A&R Credit Agreement]






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., individually,
    and
	 	as Administrative Agent and a Lender
	 	 
	 	By:	/s/ Daniel K. Reagle
	 	Name:	Daniel K. Reagle
	 	Title:	Authorized Signer




 


 


[JPMC/Stagwell
 – Signature Page to A&R Credit Agreement]






     


     


    

 





	 	CITIZENS BANK, N.A., as
    a Lender



 


	 	By:	/s/ Jamie Salas
	 	Name: Jamie Salas
	 	Title: SVP




 


 


[JPMC/Stagwell
 – Signature Page to A&R Credit Agreement]






     


     


    

 


	 	BANK OF AMERICA, N.A.,
    as a Lender



 


	 	By:	/s/ Jessica Cullen
	 	Name: Jessica Cullen
	 	Title: Vice President




 


 


[JPMC/Stagwell
 – Signature Page to A&R Credit Agreement]



     


     


    

 


	 	FIFTH THIRD BANK, N.A.,
    as a Lender



 


	 	By:	/s/ Eric Oberfield
	 	Name: Eric Oberfield
	 	Title: Executive Director




 


 


[JPMC/Stagwell – Signature Page to
A&R Credit Agreement]






     


     


    

 


	 	M & T BaNK, as
    a Lender



 


	 	By:	/s/ Drake Staniar
	 	Name: Drake Staniar
	 	Title: Vice President




 


 


[JPMC/Stagwell – Signature Page to
A&R Credit Agreement]






     


     


    

 


	 	WELLS FARGO BANK, N.A.,
    as a Lender



 


	 	By:	/s/ Katherine A. Marcotte
	 	Name: Katherine A. Marcotte
	 	Title: Senior Vice President




 


 


[JPMC/Stagwell – Signature Page to
A&R Credit Agreement]






     


     


    

 


COMMITMENT SCHEDULE


 


	Lender	 	Revolving
 Commitment	 	 	Swingline
 Commitment	 	 	Aggregate
 Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	105,000,000.00	 	 	$	50,000,000.00	 	 	$	105,000,000.00	 
	Wells Fargo Bank, N.A.	 	$	105,000,000.00	 	 	$	0.00	 	 	$	105,000,000.00	 
	Bank of America, N.A.	 	$	105,000,000.00	 	 	$	0.00	 	 	$	105,000,000.00	 
	Citizens Bank, N.A.	 	$	105,000,000.00	 	 	$	0.00	 	 	$	105,000,000.00	 
	M&T Bank	 	$	40,000,000.00	 	 	$	0.00	 	 	$	40,000,000.00	 
	Fifth Third Bank	 	$	40,000,000.00	 	 	$	0.00	 	 	$	40,000,000.00	 
	Total	 	$	500,000,000	 	 	$	50,000,000	 	 	$	500,000,000	 



 


 


[Commitment
Schedule]