Exhibit 10.21


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO SENIOR SECURED TERM LOAN
CREDIT AGREEMENT


 


AMENDMENT No. 1, dated
as of October 12, 2020 (this “Amendment”), by and among the Parent Borrower, Holdings, the U.S. Subsidiary Borrower
and the Lenders party hereto, which collectively constitute the Required Lenders, to the Senior Secured Term Loan Credit Agreement, dated
as of August 27, 2020, among SOFTWARE LUXEMBOURG ACQUISITION S.À.R.L., a private limited liability company (société
 à responsabilité limitée), with registered offices at 48 Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg,
Grand Duchy of Luxembourg and registed with the Luxembourg trade and companies register (Registre de Commerce et de Sociétés)
under number B246282 (the “Parent Borrower”), SOFTWARE LUXEMBOURG INTERMEDIATE S.À.R.L., a private limited
liability company (société à responsabilité limitée), with registered offices at 48 Boulevard
Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register
(Registre de Commerce et de Sociétés) under number B246231 (“Holdings”), SKILLSOFT CORPORATION,
a Delaware corporation (the “U.S. Subsidiary Borrower”), the lenders party thereto from time to time (the “Lenders”),
WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent (the “Administrative Agent”) and Collateral Agent, and
each Lender from time to time party thereto (the “Credit Agreement”). Terms defined in the Credit Agreement, as amended,
and used herein shall have the meanings given to them in the Credit Agreement, as amended hereby, unless otherwise defined herein.


 


W I T N E S S E T H:


 


WHEREAS, the Parent Borrower
has requested an amendment to the Credit Agreement pursuant to which certain provisions of the Credit Agreement will be amended as set
forth herein.


 


WHEREAS, the Parent Borrower
will enter into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Acquisition Agreement”),
by and among Software Luxembourg Holdings S.A., a public limited liability company (société anonyme) (the “Company”)
and Churchill Capital Corp II, as buyer (the “Buyer”), pursuant to which, among other things, the Company will merge
with and into the Buyer, the Company will cease to exist and the Company’s Subsidiaries shall become subsidiaries of Buyer, which
shall survive as the Surviving Corporation (as defined in the Acquisition Agreement) (the “Acquisition”).


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


		Section 1.	ARTICLE I



 


Amendments


 


Subject to the occurrence
of the Amendment No. 1 Amendment Date (as defined in Section 2.2 below), (a) the Credit Agreement is, effective as of
the Amendment No. 1 Amendment Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the underlined text (indicated textually in the same
manner as the following example: underlined text) as set forth in the pages of the Credit
Agreement attached as Annex A hereto, (b) the form of intercreditor attached hereto as Annex B shall be added as Exhibit M
thereto and (c) the form of joinder agreement attached hereto as Annex C shall replace the existing Exhibit A thereto.


 






     


     


    

 


		Section 2.	ARTICLE II



 


Conditions to Effectiveness


 


Section 2.1             This
Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which:


 


(a)            The
Parent Borrower (or its counsel) shall have received from (i) the Lenders constituting the “Required Lenders”, (ii) Holdings,
(iii) the Parent Borrower and (iv) the U.S. Subsidiary Borrower a counterpart of this Amendment signed on behalf of such
party; and


 


(b)            The
representations and warranties set forth in Article III hereto shall be true and correct in all material respects as of the Amendment
No. 1 Effective Date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,”
 “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein)
in all respects on such respective dates.


 


Section 2.2            The
amendments contemplated by Article I shall become effective on the date (the “Amendment No. 1 Amendment Date”)
on which


 


(a)            The
Amendment No. 1 Effective Date has occurred;


 


(b)            the
Acquisition is consummated in accordance with the terms of the Acquisition Agreement; and


 


(c)            all
fees and expenses of the Lenders required to be paid in connection with the Amendment pursuant to Section 13.5 of the Credit Agreement
have been paid to the extent invoices have been received by the Parent Borrower at least three (3) Business Days in advance of the
Amendment No. 1 Amendment Date.


 


		Section 3.	     ARTICLE III



 


Representations and Warranties.


 


After giving effect to the
amendments contained herein, on the Amendment No. 1 Effective Date, the Parent Borrower hereby confirms that: (a) this Amendment
has been duly authorized, executed and delivered by each Credit Party and constitutes the legal, valid and binding obligation of each
Credit Party enforceable against it in accordance with its terms, subject to the Legal Reservations; and (b) the representations
and warranties set forth in Article VIII of the Credit Agreement are true and correct in all material respects on and as
of the Amendment No. 1 Effective Date with the same effect as though made on and as of the Amendment No. 1 Effective Date,
except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and
warranties were true and correct in all material respects as of such earlier date); provided that any representation and warranty
that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct
(after giving effect to any qualification therein) in all respects on such respective dates.


 






    2


     


    

 


		Section 4.	     ARTICLE IV



 


Miscellaneous.


 


Section 4.1             Continuing
Effect; No Other Amendments or Waivers. This Amendment shall not constitute an amendment or waiver of or consent to any provision
of the Credit Agreement or any of the other Credit Documents except as expressly stated herein and shall not be construed as an amendment,
waiver or consent to any action on the part of the Credit Parties that would require an amendment, waiver or consent of the Administrative
Agent or the Lenders except as expressly stated herein. Except as expressly waived hereby, the provisions of the Credit Agreement and
the other Credit Documents are and shall remain in full force and effect in accordance with their terms. This Amendment shall constitute
a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.


 


Section 4.2             Counterparts;
Binding Effect. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy
or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute
one and the same instrument. By executing a counterpart to this Amendment, each institution that has provided such counterpart, in its
capacity as a Lender, agrees that, notwithstanding that the Amendment No. 1 Effective Date may not yet have occurred, (A) it
has agreed to the terms of the Amendment and the Credit Agreement as amended thereby and (B) in the absence of a change to the terms
and conditions of this Amendment, in each case that is (x) materially adverse to the Lenders, taken as a whole, in their capacity
as such (as reasonably determined by the Parent Borrower) and (y) made after the submission of such executed counterpart, that such
submission is irrevocable.


 


Section 4.3             GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section 4.4             Reaffirmation;
Termination. Holdings, the Parent Borrower and the U.S. Subsidiary Borrower, on behalf of each Credit Party, hereby expressly acknowledges
the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Credit Document
to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment
and the transactions contemplated hereby, (ii) this Amendment shall not constitute a novation of the Credit Agreement or any other
Credit Document and (iii) its guarantee of the Obligations under each Guaranty, as applicable, and its grant of Liens on the Collateral
to secure the Obligations pursuant to the Security Documents. This Amendment shall terminate to the extent the Amendment No. 1 Amendment
Date does not occur prior to the valid termination of the Acquisition Agreement in accordance with its terms, prior to the consummation
of the Acquisition.


 


Section 4.5             References
to Credit Agreement. On and after the Amendment No. 1 Amendment Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each of
the other Credit Documents to “the Credit Agreement,” “the Senior Secured Term Loan Credit Agreement,” “thereunder,”
 “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement,
as amended by this Amendment.


 


Section 4.6             Third
Party Beneficiaries. This Amendment is for the sole benefit of the parties hereto and their respective successors and permitted assigns
and no other Person (including Buyer) shall be a third party beneficiary hereof.


 






    3


     


    

 


Section 4.7             Indemnification.
The Parent Borrower hereby expressly agrees that the provisions of Section 13.5 of the Credit Agreement apply mutatis mutandis
to the transactions contemplated by this Amendment, whether or not consummated.


 


Section 4.8             Release
of Claims. Effective on the date hereof, each Credit Party hereby acknowledges that: (a) it has no defenses, claims or set-offs
to the enforcement by the Administrative Agent, Collateral Agent or any Lender of Credit Parties’ liabilities, obligations and
agreements on the date hereof and (b) to its knowledge, the Administrative Agent, the Collateral Agent and each Lender has fully
performed all undertakings and obligations owed to it as of the date hereof. Each Credit Party hereby remises, releases, acquits, satisfies
and forever discharges the Administrative Agent, the Collateral Agent and each Lender (solely in their respective capacities as such),
and each of their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act
on behalf of or at the direction of the Administrative Agent, the Collateral Agent or any Lender (“Releasees”), of and from
any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages,
judgments, claims and demands whatsoever, known or unknown, in law or in equity (collectively, the “Claims”), which any of
such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing
on or prior to the date hereof in connection with the Credit Agreement or any Credit Document; provided, that, for the avoidance of doubt,
this Section 14 shall not apply to (i) any Claims arising from any Releasee’s obligations under this Amendment, (ii) any
Claims arising from any Releasee’s gross negligence or willful misconduct or (iii) any future Claims of any Credit Party against
any Releasee based on facts existing after the date hereof.


 


[Signature
Pages Follow]


 






    4


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above
written.


 


	 	SOFTWARE LUXEMBOURG ACQUISITION S.À.R.L.,
	 	 	as the Parent Borrower
	 	 	 	 
	 	By:	/s/ MCJ Weijermans
	 	 	Name:	MCJ Weijermans
	 	 	Title:	Manager
	 	 	 	 
	 	By:	/s/ JA Mees
	 	 	Name:	JA Mees
	 	 	Title:	Manager
	 	 	 	 
	 	SOFTWARE LUXEMBOURG INTERMEDIATE S.À.R.L.,
	 	 	as Holdings
	 	 	 	 
	 	By:	/s/ MCJ Weijermans
	 	 	Name:	MCJ Weijermans
	 	 	Title:	Manager
	 	 	 	 
	 	By:	/s/ JA Mees
	 	 	Name:	JA Mees
	 	 	Title:	Manager
	 	 	 	 
	 	SKILLSOFT CORPORATION,
	 	 	as U.S. Subsidiary Borrower
	 	 	 	 
	 	By:	/s/ Bobby Jenkins
	 	 	Name:	Bobby Jenkins
	 	 	Title:	Chief Financial Officer



 


[Signature Page to
First Amendment to First Out Credit Agreement]


 






    


     


    

 


LENDER SIGNATURE PAGE


 


By executing a counterpart to this Amendment, the
undersigned institution, in its capacity as a Lender, agrees to the terms of the Amendment (including Section 4.2 of the Amendment).


 


	Name of Institution:	__________________________________________,
	 	as a Lender
	 	 
	 	[Lender Signature Pages on File with the Administrative Agent]
	 	 
	 	 
	 	For any Person requiring a second signature block:
	 	 
	 	[Lender Signature Pages on File with the Administrative Agent]



 


[Signature Page to First Amendment to First
Out Credit Agreement]


 






    


     


    

 


Annex A

Amendments to Credit Agreement


 


See attached.


 






    


     


    

 


 


ANNEX
A TO AMENDMENT NO. 1


EXECUTION VERSION


 


SENIOR SECURED TERM LOAN
CREDIT AGREEMENT


 


dated as of August 27, 2020

*Amended
by Amendment No. 1 dated as of October 12, 2020


 


among


 


SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L.,

as Holdings,


 


SOFTWARE LUXEMBOURG ACQUISITION S.À R.L.,


as the Parent Borrower,


 


The other Borrowers party hereto,


 


The several Lenders

from time to time party hereto,


 


and


 


WILMINGTON SAVINGS FUND SOCIETY, FSB,

as the Administrative Agent and the Collateral Agent.


 






    


     


    

 


TABLE OF CONTENTS


 


Page


 



	Section 1.	Definitions	2
	 	 	 
	1.1	Defined Terms	2
	1.2	Other Interpretive Provisions	60
	1.3	Accounting Terms	60
	1.4	Rounding	61
	1.5	References to Agreements Laws, Etc.	61
	1.6	[Reserved]	61
	1.7	Rates	61
	1.8	Times of Day	61
	1.9	Timing of Payment or Performance	61
	1.10	Certifications	61
	1.11	Compliance with Certain Sections	62
	1.12	Pro Forma and Other Calculations	62
	1.13	[Reserved]	65
	1.14	Effectuation of Transactions	65
	1.15	Luxembourg Terms	65
	1.16	[Reserved]	65
	 	 	 
	Section 2.	Amount and Terms of Credit	66
	 	 	 
	2.1	Commitments	66
	2.2	[Reserved]	66
	2.3	Notice of Borrowing	66
	2.4	Disbursement of Funds	66
	2.5	Repayment of Loans; Evidence of Debt	67
	2.6	Conversions and Continuations	69
	2.7	Borrowings	69
	2.8	Interest	69
	2.9	Interest Periods	70
	2.10	Increased Costs, Illegality, Etc.	71
	2.11	Compensation	73
	2.12	Change of Lending Office	73
	2.13	Notice of Certain Costs	73
	2.14	Incremental Facilities	74
	2.15	[Reserved]	76
	2.16	Defaulting Lenders	76
	 	 	 
	Section 3.	[Reserved]	77
	 	 	 
	Section 4.	Fees	77
	 	 	 
	4.1	Fees	77
	 	 	 
	Section 5.	Payments	78
	 	 	 
	5.1	Voluntary Prepayments and Applicable Premium in
    respect of Certain Prepayments	78



 






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	5.2	Mandatory Prepayments	78
	5.3	Method and Place of Payment	80
	5.4	Net Payments	81
	5.5	Computations of Interest and Fees	85
	5.6	Limit on Rate of Interest	85
	 	 	 
	Section 6.	Conditions Precedent	86
	 	 	 
	6.1	Conditions Precedent to the Closing Date	86
	 	 	 
	Section 7.	[Reserved]	88
	 	 	 
	Section 8.	Representations and Warranties	88
	 	 	 
	8.1	Corporate Status	89
	8.2	Corporate Power and Authority	89
	8.3	No Violation	89
	8.4	Litigation	89
	8.5	Margin Regulations	89
	8.6	Governmental Approvals	90
	8.7	Investment Company Act	90
	8.8	True and Complete Disclosure	90
	8.9	Financial Condition; Financial Statements	90
	8.10	Compliance with Laws; No Default	90
	8.11	Tax Matters	91
	8.12	Compliance with ERISA and Foreign Plans	91
	8.13	Subsidiaries	92
	8.14	Intellectual Property	92
	8.15	Environmental Laws	92
	8.16	Properties	92
	8.17	No EEA Financial Institution	92
	8.18	Center of Main Interests	93
	8.19	OFAC; USA PATRIOT Act; FCPA	93
	8.20	Security Interest in Collateral	93
	8.21	Use of Proceeds	93
	8.22	Insurance	93
	8.23	Solvency	94
	 	 	 
	Section 9.	Affirmative Covenants	94
	 	 	 
	9.1	Information Covenants	94
	9.2	Books, Records, and Inspections	97
	9.3	Maintenance of Insurance	98
	9.4	Payment of Taxes	98
	9.5	Preservation of Existence; Consolidated Corporate Franchises	98
	9.6	Compliance with Statutes, Regulations, Etc.	99
	9.7	Employee Benefit Matters	99
	9.8	Maintenance of Properties	99
	9.9	Transactions with Affiliates	99
	9.10	End of Fiscal Years	100



 






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	9.11	Additional Guarantors and Grantors	100
	9.12	Pledge of Additional Stock and Evidence of Indebtedness	100
	9.13	Use of Proceeds	101
	9.14	Further Assurances	101
	9.15	Credit Ratings	102
	9.16	Lines of Business	102
	9.17	Center of Main Interests	102
	9.18	Deposit Accounts	102
	 	 	 
	Section 10.	Negative Covenants	103
	 	 	 
	10.1	Limitation on Indebtedness	103
	10.2	Limitation on Liens	108
	10.3	Limitation on Fundamental Changes	109
	10.4	Limitation on Sale of Assets	110
	10.5	Limitation on Restricted Payments	111
	10.6	Burdensome Agreements	115
	10.7	Financial Covenant	117
	10.8	Amendment of Other Documents	117
	10.9	Canadian Pension Plans	117
	 	 	 
	Section 11.	Events of Default	117
	 	 	 
	11.1	Events of Default	117
	11.2	Remedies Upon Event of Default	120
	11.3	Application of Proceeds	121
	 	 	 
	Section 12.	Administrative Agent	122
	 	 	 
	12.1	Appointment	122
	12.2	Delegation of Duties	123
	12.3	Exculpatory Provisions	124
	12.4	Reliance by Agents	125
	12.5	Notice of Default	125
	12.6	Non-Reliance on Administrative Agent, Collateral Agent, and Other Lenders	126
	12.7	Indemnification	126
	12.8	Agents in Their Individual Capacities	127
	12.9	Successor Agents	127
	12.10	Withholding Tax	128
	12.11	Agents Under Security Documents and Guarantee	129
	12.12	Right to Realize on Collateral and Enforce Guarantee	130
	12.13	Release of Collateral and Guarantees, Termination of Credit Documents	130
	12.14	Lender Action	131
	12.15	Secured Hedge Obligations or Secured Cash Management Obligations	132
	12.16	INTERCREDITOR AGREEMENT	133
	 	 	 
	Section 13.	Miscellaneous	134
	 	 	 
	13.1	Amendments, Waivers, and Releases	134
	13.2	Notices	137



 






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	13.3	No Waiver; Cumulative Remedies	138
	13.4	Survival of Representations and Warranties	138
	13.5	Payment of Expenses; Indemnification	138
	13.6	Successors and Assigns; Participations and Assignments	140
	13.7	[Reserved]	144
	13.8	Replacement of Lenders Under Certain Circumstances	144
	13.9	Adjustments; Set-off	145
	13.10	Counterparts	146
	13.11	Severability	146
	13.12	Integration	146
	13.13	GOVERNING LAW; CONSENT TO SERVICE OF PROCESS	146
	13.14	Acknowledgments	147
	13.15	WAIVERS OF JURY TRIAL	148
	13.16	Confidentiality	148
	13.17	Direct Website Communications	149
	13.18	USA PATRIOT Act	150
	13.19	Judgment Currency	150
	13.20	Payments Set Aside	151
	13.21	No Fiduciary Duty	151
	13.22	Canadian Anti-Money Laundering	152
	13.23	Obligations Joint and Several	152
	13.24	Acknowledgement and Consent to Bail-In of any Affected Financial Institutions	152
	13.25	Deemed Acceptance of Lenders	153



 






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	SCHEDULES	 	 
	 	 	 
	Schedule 1.1(a)	 	Foreign Security Documents
	Schedule 1.1(b)	 	Commitments of Lenders
	Schedule 8.12	 	Canadian Pension Plans
	Schedule 8.13	 	Subsidiaries
	Schedule 8.15	 	Environmental
	Schedule 8.16(b)	 	Owned Real Property
	Schedule 8.16(c)	 	Leased Real Property
	Schedule 9.14	 	Post-Closing Actions
	Schedule 9.18	 	Closing Date Bank Accounts
	Schedule 10.1	 	Closing Date Indebtedness
	Schedule 10.2	 	Closing Date Liens
	Schedule 10.3	 	Dissolutions
	Schedule 10.5	 	Closing Date Investments
	Schedule 10.6	 	Closing Date Burdensome Agreements
	Schedule 13.2	 	Notice Addresses
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Exhibit A	 	Form of Joinder Agreement
	Exhibit B	 	Solvency Certificate
	Exhibit C	 	[Reserved]
	Exhibit D	 	Form of Prepayment Notice
	Exhibit E	 	[Reserved]
	Exhibit F	 	Form of Assignment and Acceptance
	Exhibit G	 	Form of Promissory Note
	Exhibit H	 	[Reserved]
	Exhibit I	 	Form of Intercompany Note
	Exhibit J-1	 	Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-2	 	Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-3	 	Form of Non-Bank Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-4	 	Form of Non-Bank Tax Certificate
	 	 	(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit K	 	Form of Notice of Conversion or Continuation
	Exhibit L-1	 	Form of Hedge Bank Designation
	Exhibit L-2	 	Form of Cash Management Bank Designation



 






    -v-


     


    

 



 


SENIOR SECURED TERM LOAN CREDIT AGREEMENT


 


SENIOR SECURED TERM LOAN CREDIT
AGREEMENT, dated as of August 27, 2020, among SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L., a private limited liability company
(société à responsabilité limitée), with registered offices at 48, Boulevard Grande-Duchesse
Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de
Commerce et des Sociétés) under number B246231 (the “Holdings”), SOFTWARE LUXEMBOURG ACQUISITION
S.À R.L., a private limited liability company (société à responsabilité limitée), with
registered offices at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg
trade and companies register (Registre de Commerce et des Sociétés) under number B246282 (the “Parent Borrower”),
Skillsoft Corporation, a Delaware corporation (the “U.S. Subsidiary Borrower”), as a borrower (the U.S. Subsidiary
Borrower, together with the Parent Borrower, the “Borrowers”), the lending institutions from time to time parties hereto
or deemed to be parties hereto in accordance with the Confirmation Order or any related order of the Bankruptcy Court (each, a “Lender”
and, collectively, the “Lenders”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as the Administrative Agent and the Collateral
Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).


 


WHEREAS, on June 14,
2020 (the “Petition Date”), the U.S. Subsidiary Borrower (together with any of its Subsidiaries and Affiliates that
are debtors in the Chapter 11 Cases, collectively, the “Debtors”, and each individually, a “Debtor”)
commenced Chapter 11 Case Nos. 20-11532 through 20-11547, as administratively consolidated at Chapter 11 Case No. 20-11532 (MFW)
(collectively, the “Chapter 11 Cases” and each individually, a “Chapter 11 Case”) in the United
States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors continue to operate their
businesses and manage their properties as debtors and debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy
Code;


 


WHEREAS, on June 19,
2020, Skillsoft Canada, Ltd., in its capacity as foreign representative on behalf of the Debtors, as applicable, commenced recognition
proceedings under Part IV of the CCAA (the “Canadian Recognition Proceeding”) before The Court of Queen’s
Bench of New Brunswick (the “Canadian Bankruptcy Court”) and obtained an initial recognition order and a supplemental
order, each with effect from June 19, 2020, among other things, recognizing the Chapter 11 Cases as “foreign main proceedings”
and granting certain related relief, and on June 19 and 23, respectively, the Canadian Bankruptcy Court issued an Initial Recognition
Order and a Supplemental Order, both effective as of June 19, 2020, granting the relief sought by Skillsoft Canada Ltd.;


 


WHEREAS, in connection with
the Chapter 11 Cases and the Canadian Recognition Proceeding, the Debtors and certain creditor parties entered into the Restructuring
Support Agreement dated as of June 12, 2020, which provides for the implementation of a restructuring pursuant to which, among other
things, the U.S. Subsidiary Borrower and certain Guarantors will enter into certain financing arrangements pursuant to the Second Amended
Joint Chapter 11 Plan of Skillsoft Corporation and its Affiliated Debtors (including all annexes, exhibits, schedules and supplements
thereto, in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date
hereof, the “Plan”);


 


WHEREAS, the Debtors entered
into that certain Senior Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of June 17, 2020, with the lenders
party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for such lenders (as amended, supplemented
or otherwise modified from time to time, the “DIP Credit Agreement”);


 






    


     


    

 


WHEREAS, on August 6,
2020, the Bankruptcy Court entered the Confirmation Order approving the Plan (the “Approved Plan”), and on August 19,
2020, the Canadian Bankruptcy Court entered the Canadian Confirmation Order, among other things, recognizing and giving full force and
effect to the Confirmation Order in Canada;


 


WHEREAS, upon the effectiveness
of the Approved Plan, and upon the terms and conditions set forth in this Agreement, (i) all DIP Loans shall be converted into Rolled
Up Term Loans as used and defined hereunder and the Lenders shall be deemed to have made, in the aggregate, $60,000,000 of aggregate principal
amount of Rolled Up Term Loans under this Agreement and (ii) the applicable Lenders shall make available to the Borrowers the New
Money Term Loans as used and defined hereunder, in the aggregate principal amount of $50,000,000 (the facilities described in the foregoing
clauses (i) and (ii), the “Exit Facility”);


 


WHEREAS, substantially concurrently
herewith, the Borrowers, the Guarantors, the Second Out Term Loan Lenders, the Second Out Term Loan Administrative Agent and the Collateral
Agent are entering into the Second Out Term Loan Credit Agreement pursuant to which the Second Out Term Loan Lenders shall make available
(or shall be deemed to make available) to the Borrowers the Second Out Term Loans in the aggregate principal amount of $410,000,000 (or,
on and after the Amendment No. 1 Amendment Date, $430,000,000 in accordance with the terms of the
Second Out Term Loan Credit Agreement, as in effect on the
Amendment No. 1 Amendment Date) (as increased on the Amendment No. 1 Amendment Date, the “Second Out
Term Loan Facility”);


 


WHEREAS, subject to the terms
hereof, the Borrowers and the Guarantors have agreed to secure all of their Obligations under the Credit Documents by granting to the
Collateral Agent, for the benefit of the Administrative Agent, the Collateral Agent and the other Secured Parties, a security interest
in and lien upon substantially all of their now existing and hereafter-acquired property; and


 


WHEREAS, the Lenders are willing
to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:


 


Section 1.               Definitions


 


1.1           Defined
Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise
requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the
singular):


 


“ABR” shall
mean for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of 1%,
(ii) the rate of interest in effect for such day as published in the Wall Street Journal (or comparable publication or service for
publishing the “prime rate”) as the “prime rate”, and (iii) the rate per annum determined in the manner set
forth in clause (e) of the definition of Eurocurrency Rate plus 1%; provided that notwithstanding the foregoing,
in no event shall the ABR applicable to the Initial Term Loans at any time be less than 2.00% per annum. Any change in the ABR due to
a change in such rate published as the “prime rate” or in the Federal Funds Effective Rate or Eurocurrency Rate shall take
effect at the opening of business on the day specified in the announcement of such change.


 


“ABR Loan”
shall mean each Loan bearing interest based on the ABR.


 


“Acceptable
Intercreditor Agreement” shall mean the Intercreditor Agreement (or other First Lien Intercreditor Agreement) and/or a Junior Lien
Intercreditor Agreement.


 






    2


     


    

 


“Acquired EBITDA”
shall mean, with respect to any Acquired Entity or Business (any of the foregoing, a “Pro Forma Entity”) for any period,
the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such definitions as if references to the
Parent Borrower and the Subsidiaries therein were to such Pro Forma Entity and its Subsidiaries), all as determined on a consolidated
basis for such Pro Forma Entity.


 


“Acquired Entity
or Business” shall have the meaning provided in the definition of the term Consolidated EBITDA.


 


“Acquired
Indebtedness” shall mean, with respect to any specified Person, (i) Indebtedness of any other Person existing at
the time such other
Person is merged, consolidated, or amalgamated with or into or became a Subsidiary of such specified Person, including Indebtedness incurred
in connection with, or in contemplation of, such other Person merging, consolidating, or amalgamating with or into or becoming a Subsidiary
of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.


 


“Additional
LenderAcquisition” shall have the
meaning provided in Section ‎2.14(a)assigned
to such term in Amendment No. 1.


 


“Administrative Agent”
shall mean Wilmington Savings Fund Society, FSB, as the administrative agent for the Lenders under this Agreement and the other Credit
Documents, or any successor administrative agent appointed pursuant to Section 12.9.


 


“Administrative Agent’s
Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 13.2
or such other address or account as the Administrative Agent may from time to time notify the Parent Borrower and the Lenders.


 


“Administrative Questionnaire”
shall have the meaning provided in Section 13.6(b)(ii)(D).


 


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


 


“Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect
common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting
securities, by contract or otherwise.


 


“Agent Advisors”
shall mean Seward & Kissel LLP, as counsel, and such other firm or local counsel appointed on behalf of, collectively, the Administrative
Agent and the Collateral Agent in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions).


 


“Agent Parties”
shall have the meaning provided in Section 13.17(b).


 


“Agents”
shall mean the Administrative Agent and the Collateral Agent.


 


“Agreement”
shall mean this Credit Agreement.


 


“Agreement Currency”
shall have the meaning provided in Section 13.19.


 


“Amendment
No. 1” means Amendment No. 1 to this Agreement, dated as of October 12, 2020, by and among the Parent Borrower, Holdings,
the U.S. Subsidiary Borrower and the Lenders party thereto.


 






    3


     


    

 


“Amendment
No. 1 Amendment Date” shall have the meaning assigned to such term in Amendment No. 1.


 


“AML Legislation”
shall mean the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering,
anti-terrorist financing, government sanction and “know your client” laws, applicable within Canada, including any rules,
regulations, guidelines, ordinances, judgments or orders thereunder, as the same may be amended from time to time.


 


“Anti-Terrorism Laws”
shall mean any law relating to terrorism, corruption, economic sanctions, or money laundering, including Executive Order No. 13224,
the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury
Department’s Office of Foreign Asset Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury
(as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).


 


“Applicable Margin”
shall mean, on any date, with respect to each Initial Term Loan that is an (a) ABR Loan, 6.50% per annum and (b) Eurocurrency
Loan, 7.50% per annum.


 


“Applicable
Premium” shall mean in respect of any repayment, prepayment or acceleration of all or any part of the Initial Term Loans,


 


(i) if
made prior to the first anniversary of the Closing Date, a
cash amount equal to the product of the principal amount of the applicable
Initial Term Loans repaid, prepaid or accelerated times 3.00%;


 


(ii) if
made on or after the first anniversary of the Closing Date and before
the second anniversary of the Closing Date, a cash amount equal to the product of the principal amount of the applicable Initial Term
Loans repaid, prepaid or accelerated times 2.00%;


 


(iii) if
made on or after the second anniversary of the Closing Date and before the third anniversary of the Closing Date, a cash amount equal
to the product of the principal amount of the Initial Term Loans repaid, prepaid or accelerated times 1.00%; and


 


(iv) if
made on or after the third anniversary of the Closing Date, a cash amount equal to the product of the principal amount of the Initial
Term Loans repaid, prepaid or accelerated times 0.00%.


 


“Approved Fund”
shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) an entity
or an Affiliate of an entity that administers, advises or manages a Lender.


 


“Asset Sale”
shall mean:


 


(i)            the
sale, conveyance, transfer, or other disposition, in each case, which results in the permanent disposition of the subject property, whether
in a single transaction or a series of related transactions, of property or assets (including by way of a Sale Leaseback) (each a “disposition”)
of Holdings or any Subsidiary, or


 






    4


     


    

 


(ii)           the
issuance or sale of Equity Interests of any Subsidiary (other than to Holdings or to a Credit Party or the issuance or sale of Equity
Interests of a Subsidiary that is not a Guarantor to a Credit Party or to another Wholly-Owned Subsidiary that is not a Guarantor), whether
in a single transaction or a series of related transactions, in each case, other than:


 


(a)           any
disposition of Cash Equivalents or Investment Grade Securities or obsolete, worn out or surplus property or property (including leasehold
property interests) that is no longer economically practical in its business or no longer used or useful equipment (including any servers),
in each case, in the ordinary course of business;


 


(b)           the
incurrence of Liens that are permitted to be incurred pursuant to Section 10.2 or the making of any Restricted Payment or
Permitted Investment (other than pursuant to clause (i) of the definition thereof) that is permitted to be made, and is made,
pursuant to Section 10.5;


 


(c)           any
disposition of property or assets or issuance or sale of Equity Interests of any Subsidiary (other than a Credit Party and other than
a Material Subsidiary if the result of such disposition would be to cause such Material Subsidiary to become an Excluded Subsidiary) in
any transaction or series of transactions over the term of this Agreement with an aggregate Fair Market Value of less than $5,000,00010,000,000;


 


(d)           foreclosures,
condemnation, casualty or any similar action on assets (including dispositions in connection therewith); provided that the Credit
Parties comply with Section ‎5.2 in respect of the proceeds therefrom;


 


(e)           sales
of accounts receivable, or participations therein, and related assets in connection with any Receivables Facility;


 


(f)            dispositions
of property or assets pursuant to a Permitted Sale Leaseback or the Receivables Facility;


 


(g)           the
disposition of inventory, in the ordinary course of business or the discount or disposition of inventory, notes receivable or accounts
receivable or, conversion of accounts receivable to notes receivable and consistent with past practice;


 


(h)           the
licensing or sub-licensing of Intellectual Property (whether pursuant to franchise agreements or otherwise) in the ordinary course of
business which do not materially interfere with the ordinary conduct of the business of Holdings or any Subsidiary;


 


(i)            the
unwinding of any Hedging Obligations or obligations in respect of Cash Management Services;


 


(j)            sales,
transfers, and other dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell
arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(k)           the
lapse or abandonment of Intellectual Property rights in the ordinary course of business, which in the reasonable business judgment of
Holdings are not material to the conduct of the business of Holdings and the Subsidiaries taken as a whole;


 


(l)            the
issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;


 






    5


     


    

 


(m)           dispositions
of property or assets to the extent that (1) such property or asset is exchanged for credit against the purchase price of similar
replacement property that is promptly purchased or (2) with an
aggregate fair market value not to exceed $500,000, the proceeds of such Asset Sale are
promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);


 


(n)           leases,
assignments, subleases, licenses, or sublicenses, in each case in the ordinary course of business and which do not materially interfere
with the business of Holdings and the Subsidiaries, taken as a whole; and


 


(o)           dispositions
of non-core property or assets acquired in connection with any Permitted Acquisitions or Investments permitted hereunder so
long as the aggregate amount of such dispositions does
not exceed $2,000,000.


 


“Asset Sale Prepayment
Event” shall mean any Asset Sale subject to the Reinvestment Period allowed in Section 10.4; provided, that
with respect to any Asset Sale Prepayment Event, the Parent Borrower shall not be obligated to make any prepayment otherwise required
by Section 5.2 unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sale Prepayment Events, after
giving effect to the reinvestment rights set forth herein, exceeds $2,500,00010,000,000
(the “Prepayment Trigger”) in any fiscal year of the Parent Borrower, but then from all such Net Cash Proceeds (excluding
amounts below the Prepayment Trigger).


 


“Assignment and Acceptance”
shall mean an assignment and acceptance substantially in the form of Exhibit F, or such other form as may be approved by the
Required Lenders (which approval may be communicated via an email from the Administrative Agent).


 


“Authorized Officer”
shall mean, with respect to any Person, any individual holding the position of chairman of the board (if an officer), any executive officer,
the Chief Executive Officer, the Chief Administrative Officer, the Chief Financial Officer, the Treasurer, the Chief People Officer, the
Vice President-Finance, a Senior Vice President, a Director, a Manager, or any other senior officer or agent with express authority to
act on behalf of such Person designated as such by the board of directors or other managing authority of such Person.


 


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


 


(a)           the
greater of (1) $50,000,000 and (2) 50.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro
Forma Basis), plus


 


(b)           an
amount, not less than zero in the aggregate, equal
to 50% of Consolidated Net Income of Holdings and its Subsidiaries
for the period (taken as one accounting period) beginning
on the first day of the fiscal quarter during which the Closing Date occurred to the last day of the Parent Borrower’s most recently
ended fiscal quarter for which financial statements have been delivered to the Administrative Agent, plus


 


(c)           the
cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests (other than Disqualified Stock or as
part of any Excluded Contribution) of Holdings or any direct
or indirect parent of Holdings after the Closing Date and
on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed to the capital of Holdings
and (ii) the Equity Interests of Holdings (or any other direct or indirect parent of the Parent Borrower) (other than Disqualified
Stock of Holdings) issued upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations)
of Holdings or any Subsidiary of Holdings owed to a Person other than a
Credit Party or a Subsidiary of a Credit Party, in each case
not previously applied for a purpose other than use in the Available Amount; plus


 






    6


     


    

 


(d)           100%
of the aggregate amount of contributions to the capital in the form of Qualified Stock (other than as part of any Excluded Contribution)
of Holdings received in cash and Cash Equivalents after the Closing Date; plus


 


(e)           an
amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits
on sale, repayments, income and similar amounts) actually received
by Holdings or any of its Subsidiaries
in respect of any
Investments utilizing the Available Amount made pursuant
to Section 10.5(d) and clause (xi)(b) of the
definition of Permitted Investments, plus


 


(f)            the
aggregate amount of any Retained Declined Proceeds since the
Closing Date, plus


 


(g)           without
duplication, an amount equal to the Fair Market Value of any assets (including cash or Cash Equivalents) or other property of any Parent
Entity that has been transferred to Holdings or any of its Subsidiaries, minus


 


(h)           any
amount of the Available Amount used to make Investments pursuant to clause (xi)(b) of the definition of Permitted Investments after
the Closing Date and prior to such date, minus


 


(i)            any
amount of the Available Amount used to pay Restricted Payments pursuant to Section 10.5 after the Closing
Date and prior to such date.


 


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


 


“Bail-In Legislation”
shall mean, (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 or regulation for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule or (b) in relation to any other state, any analogous law or regulation from time to time which
requires contractual recognition of any Write-Down and Conversion Powers contained in that law or regulation.


 


“Bank Account”
shall mean any Deposit Account, Securities Account and Commodity Account of any Credit Party, each as defined in the UCC, or, if such
account is located in Canada, shall mean any Securities Account and Futures Account, each as defined in the PPSA, and any account maintained
for the deposit of funds with a Canadian bank accepting funds for deposit in Canada.


 


“Bankruptcy Code”
shall mean Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and
regulations promulgated thereunder.


 


“Bankruptcy Court”
shall mean the “Bankruptcy Court” as defined in the recitals to this agreement.


 


“Benefited Lender”
shall have the meaning provided in Section 13.9(a).


 






    7


     


    

 


“BIA” shall
mean the Bankruptcy and Insolvency Act (Canada), RSC 1985, c. B-3, as amended.


  


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


 


“Borrower Materials”
shall have the meaning provided in Section ‎13.17(b).


 


“Borrowers”
shall have the meaning provided in the preamble to this Agreement.


 


“Borrowing”
shall mean, as the context may require, the Initial Term Loans made on the Closing Date or the Incremental Term
Loans made on any Increased Amount Date.


 


“Business Day”
shall mean any day excluding Saturday, Sunday, and any other day on which banking institutions in New York City and Wilmington, Delaware
are authorized by law or other governmental actions to close, and, if such day relates to any interest rate settings as to a Eurocurrency
Loan, any fundings, disbursements, settlements, and payments in respect of any such Eurocurrency Loan, or any other dealings in Dollars
to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, such day shall be a day on which dealings in deposits
in Dollars are conducted by and between banks in the applicable London interbank market.


 


“Canadian Bankruptcy
and Insolvency Law” shall mean any federal, provincial or territorial Canadian law from time to time in effect relating to bankruptcy,
winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors, including the BIA, the
CCAA, the Winding up and Restructuring Act (Canada), the Business Corporations Act (New Brunswick) and any other applicable
corporate legislation.


 


“Canadian Bankruptcy
Court” has the meaning set forth in the recitals of this Agreement.


 


“Canadian Confirmation
Order” shall mean an order of the Canadian Bankruptcy Court, among other things, (i) recognizing and giving full force
and effect to the Confirmation Order in Canada, and (ii) terminating the Canadian Recognition Proceedings and the CCAA priority charges
granted therein and discharging the information officer appointed in the Canadian Recognition Proceedings, in each case upon the effectiveness
of the Approved Plan, which order shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required
Lenders (as such order may be amended, modified or extended in a manner satisfactory to the Administrative Agent and the Required Lenders)
(which satisfaction of the Required Lenders in either case may be communicated in each case via an email from the Lender Advisor).


 


“Canadian Defined
Benefit Plan” shall mean a Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection
147.1(1) of the Income Tax Act (Canada).


 


“Canadian Pension
Plan” shall mean a “registered pension plan”, as that term is defined in subsection 248(1) of the Income
Tax Act (Canada), which is sponsored, administered or contributed to, or required to be contributed to by, any Credit Party or under
which any Credit Party has any actual or potential liability.


 


“Canadian Recognition
Proceeding” has the meaning set forth in the recitals of this Agreement.


 






    8


     


    

 


“Capital Lease”
shall mean, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity
with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person; provided that all leases
of any Person that are or would be characterized as operating leases in accordance with GAAP immediately prior to January 31, 2014
(whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as
Capital Leases) for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require such leases
to be recharacterized as Capital Leases.


 


“Capital Stock”
shall mean (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights, or other equivalents (however designated) of corporate stock, (iii) in the case of
a partnership or limited liability company, partnership or membership interests (whether general or limited), and (iv) any other
interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs”
in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock).


 


“Capitalized Lease
Obligation” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a Capital
Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
prepared in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating lease
obligations in accordance with GAAP immediately prior to January 31, 2014 (whether or not such operating lease obligations were in
effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for
purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require such obligations to be recharacterized
as Capitalized Lease Obligations.


 


“Cash Equivalents”
shall mean:


 


(i)            Dollars,


 


(ii)           (a) Euro,
Pounds Sterling, Canadian Dollars, or any national currency of any Participating Member State in the European Union or (b) local
currencies held from time to time in the ordinary course of business,


 


(iii)          securities
issued or directly and fully and unconditionally guaranteed or insured by the United States government, Canadian government, Her
Majesty’s Government, or any country that is a member state of the European Union or any agency or instrumentality thereof the
securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24
months or less from the date of acquisition,


 


(iv)          certificates
of deposit, time deposits, and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital
and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar Equivalent as of the date of determination)
in the case of foreign banks,


 


(v)           repurchase
obligations for underlying securities of the types described in clauses (iii), (iv), and (ix) entered into with
any financial institution meeting the qualifications specified in clause (iv) above,


 


(vi)          commercial
paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation
thereof,


 






    9


     


    

 


(vii)         marketable
short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized
ratings agency) and in each case maturing within 24 months after the date of creation or acquisition thereof,


 


(viii)        readily
marketable direct obligations issued by the federal government, any state, commonwealth, or territory of the United States, or the federal
government or any province of Canada, in each case, any political subdivision or taxing authority thereof having one of the two highest
rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,


 


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


 


(x)            solely with respect
to any Foreign Subsidiary: (a) obligations of the national government of the country in which such Foreign Subsidiary maintains its
chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation
and Development, in each case maturing within one year after the date of investment therein, (b) certificates of deposit of, bankers
acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such
Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization
for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the
equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “Approved
Foreign Bank”), and in each case with maturities of not more than 24 months from the date of acquisition, and (c) the equivalent
of demand deposit accounts which are maintained with an Approved Foreign Bank, in each case, customarily used by corporations for cash
management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted
by such Foreign Subsidiary organized in such jurisdiction,


 


(xi)           in the case of investments
by any Foreign Subsidiary or investments made in a country outside the United States, Cash Equivalents shall also include investments
of the type and maturity described in clauses (i) through (ix) above of foreign obligors, which investments have
ratings, described in such clauses or equivalent ratings from comparable foreign rating agencies, and


 


(xii)          investment
funds investing 90% of their assets in securities of the types described in clauses (i) through (ix) above.


 


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


 


“Cash Management
Agreement” shall mean any agreement or arrangement to provide Cash Management Services.


 


“Cash Management
Bank” shall mean (i) any Person that, at the time it enters into a Cash Management Agreement, is an Agent or a Lender or
an Affiliate of an Agent or a Lender, (ii) with respect to any Cash Management Agreement entered into prior to the Closing Date,
any Person that is an Agent or a Lender or an Affiliate of an Agent or a Lender on the Closing Date or (iii) another bank reasonably
acceptable to the Required Lenders, if designated by the Parent Borrower as a “Cash Management Bank” by written notice to
the Administrative Agent substantially in the form of Exhibit M-2 or such other form reasonably acceptable to the Administrative
Agent.


 






    10


     


    

 


“Cash Management
Services” shall mean any one or more of the following types of services or facilities: (i) commercial credit cards, merchant
card services, purchase or debit cards, including non-card e-payables services, or electronic funds transfer services, (ii) treasury
management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and interstate
depository network services) and (iii) any other demand deposit or operating account relationships or other cash management services,
including pursuant to any Cash Management Agreements.


 


“Casualty Event”
shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental
Authority of, such property for which such Person or any of its Subsidiaries receives insurance proceeds or proceeds of a condemnation
award in respect of any equipment, fixed assets, or real property (including any improvements thereon) to replace or repair such equipment,
fixed assets, or real property; provided, further, that with respect to any Casualty Event, the Parent Borrower shall not
be obligated to make any prepayment otherwise required by Section 5.2 unless and until the aggregate amount of Net Cash Proceeds
from all such Casualty Events, after giving effect to the reinvestment rights set forth herein, exceeds $2,500,00010,000,000
(the “Casualty Prepayment Trigger”) in any fiscal year of the Parent Borrower, but then from all such Net Cash Proceeds
(excluding amounts below the Casualty Prepayment Trigger).


 


“CCAA”
shall mean the Companies’ Creditors Arrangement Act (Canada), R.S.C 1985, c. C-36.


 


“CFC” shall
mean any Subsidiary of any U.S. Credit Party that is a “controlled foreign corporation” within the meaning of Section 957(a) of
the Code.


 


“CFC Holding Company”
shall mean any Subsidiary of any U.S. Credit Party that has no material assets other than Capital Stock (including any indebtedness for
U.S. federal income tax purposes) of (i) one or more Subsidiaries that are CFCs or (ii) one or more subsidiaries described in
clause (i) above.


 


“Change in Law”
shall mean (i) the adoption of any law, treaty, order, policy, rule, or regulation after the Closing Date, (ii) any change in
any law, treaty, order, policy, rule, or regulation or in the interpretation or application thereof by any Governmental Authority after
the Closing Date or (iii) compliance by any Lender with any guideline, request, directive, or order issued or made after the Closing
Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law), including, for
avoidance of doubt any such adoption, change or compliance in respect of (a) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, regulations, guidelines, or directives thereunder or issued in connection therewith and (b) 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 pursuant to Basel III regardless of the
date enacted, adopted or issued.


 






    11


     


    

 


“Change of Control”
shall mean and be deemed to have occurred if (i) at any time before a Qualifying IPO or a Favored Sale, any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit
plan of such person or group or its respective subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or indirectly, of Voting Stock of Holdings or a Parent Entity representing
more than 50% of the voting power of the total outstanding Voting Stock of Holdings or such Parent Entity (and taking into account all
such securities that such person or group has the right to acquire (whether pursuant to an option right or otherwise)); (ii) at any
time after a Qualifying IPO or a Favored Sale, any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act, but excluding any employee benefit plan of such person or group or its respective subsidiaries, and any
Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or
group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire,
whether pursuant to an option right or otherwise), directly or indirectly, of Voting Stock of Holdings
or a Parentthe IPO Entity representing more
than 3550%
of the voting power of the total outstanding Voting Stock of Holdings or such Parentthe
IPO Entity (and taking into account all such securities that such person or group has the right to acquire (whether pursuant
to an option right or otherwise); (iii) Holdings shall cease to beneficially own, directly 100% of the issued and outstanding equity
interests of the Parent Borrower; provided, that, a Change of Control shall not result under this clause (iii) so long as (a) 100%
of the equity interests of the Parent Borrower are pledged to the Collateral Agent for the benefit of the Secured Parties pursuant
to Security Documents in a form substantially similar to those pursuant to which Holdings pledged its interest in the Parent Borrower
on the Closing Date, (b) any pledger of such equity interests becomes a Guarantor hereunder pursuant to a guarantee in a form substantially
similar to the Guarantee which Holdings executed on the Closing Date and (c) Holdings continues to indirectly own 100% of the issued
and outstanding equity interests of the Parent Borrower; provided that, for the avoidance of doubt, the consummation of a Favored Sale
shall not constitute a Change of Control for any purposes hereunderunder
this definition.


  


“Chapter 11 Cases”
shall have the meaning set forth in the recitals of this Agreement.


 


“Chapter 11 Plan”
shall mean the chapter 11 plan of reorganization in the Chapter 11 Cases (as may be amended or supplemented from time to time hereafter
pursuant to the terms of the Confirmation Order).


 


“Class”
(i) when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are
Initial Term Loans or Incremental Term Loans (of eachany
Series), and (ii) when used in reference to any Commitment, refers to whether such Commitment is a New Money Commitment, Rolled Up
Commitment or IncrementalNew
Term Loan Commitment or New Revolving Credit Commitment with
respect to any Series.


 


“Closing Date”
shall mean August 27, 2020.


 


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


 


“Collateral”
shall mean all property pledged, charged, assigned or mortgaged or purported to be pledged, charged, assigned or mortgaged pursuant to
the Security Documents, excluding in all events Excluded Property.


 


“Collateral Agent”
shall mean Wilmington Savings Fund Society, FSB, as collateral agent under the Security Documents, or any successor collateral agent appointed
pursuant to Section 12.9.


 


“Commitments”
shall mean, with respect to each Lender (to the extent applicable), collectively, such Lender’s (i) New Money Commitment, (ii) Rolled
Up Commitment and,
(iii) IncrementalNew
Term Loan Commitment and (iv) New Revolving Credit Commitments
with respect to any Series.


 






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


 


“Communications”
shall have the meaning provided in Section 13.17.


 


“Confidential Information”
shall have the meaning provided in Section 13.16.


 


“Confirmation Order”
shall mean the order of the Bankruptcy Court confirming the Chapter 11 Plan in the Chapter 11 Cases entered on August 6, 2020.


 


“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 Debt”
shall mean, as of any date of determination, an amount equal to the sum of the aggregate amount of all outstanding Indebtedness of the
Parent Borrower and its Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, all obligations in respect
of drawn letters of credit which remain unreimbursed, (but
not the face amount of undrawn letters of credit) and Capitalized Lease Obligations and
debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, Hedging
Obligations).


 


“Consolidated
Debt to Consolidated EBITDA Ratio”
shall mean, as of any date of determination, the ratio of (i) Consolidated Debt as of such date of determination, minus unrestricted
cash and Cash Equivalents of the Parent Borrower and the other Credit Parties that are subject to first
priority Liens in favor of the Secured Parties to (ii) Consolidated EBITDA of the Parent Borrower
for the Test Period then last ended, in each case, with such pro forma
adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in Section 1.12.


 


“Consolidated Depreciation
and Amortization Expense” shall mean with respect to any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees, and expenses, capitalized
expenditures, customer acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less
than par and incentive payments, conversion costs, and contract acquisition costs of such Person and its Subsidiaries for such period
on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated EBITDA”
shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:


 


(i)            increased
(without duplication) by:


 


(a)           provision
for taxes based on income or profits or capital, including, without limitation, U.S. federal, state or non-U.S. franchise, excise, value
added, and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and
interest related to such taxes or arising from any tax examinations, that are deducted (and not added back) in computing Consolidated
Net Income, plus


 


(b)           Consolidated
Interest Expense Fixed Charges of such Person
for such period (including (1) net losses on Hedging Obligations or
other derivative instruments entered into for the purpose of hedging interest rate risk and (2) costs of surety bonds in connection
with financing activities, in each case, to the extent included in Fixed Charges), together with items excluded from the definition of
Consolidated Interest Expense and any non-cash interest expense, to the extent the same were deducted (and not added back) in calculating
such Consolidated Net Income, plus


 






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(c)           Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted in computing Consolidated Net
Income, plus


 


(d)           any
expenses, fees, charges, or losses (other than depreciation or amortization expense) related to any Qualifying IPO, Equity
Offering, Permitted Investment, Restricted Payment,
acquisition, disposition, recapitalization, or the incurrence
of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not consummated and including
any such transaction consummated prior to the Closing Date), including (1) such fees, expenses, or charges related to the incurrence
of the Second Out Term Loans and the Loans hereunder and all Transaction Expenses, (2) such fees, expenses, or charges related to
the offering of the Credit Documents and any other credit facilities, and (3) any amendment or other modification of the Second Out
Term Loans, the Loans hereunder, or other Indebtedness, and, in each case, deducted (and not added back) in computing Consolidated Net
Income; provided, that the addback pursuant
to this clause (d) with respect to transactions
which are not consummated (other than related to a Favored Sale) shall not exceed 5%
of Consolidated EBITDA calculated prior to giving effect to this clause (d), plus


 


(e)           any
other non-cash charges, including any write offs, write downs, expenses, losses, or items to the extent the same were deducted (and not
added back) in computing Consolidated Net Income (provided that if any such non-cash charges represent an accrual or reserve for
potential cash items in any future period, the cash payment in respect thereof in such future period shall be deducted from Consolidated
EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), plus


 


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


 


(fg)          the
amount of board of directors, management, monitoring, consulting,
and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period, plus


 


(gh)         costs
of surety bonds incurred in such period in connection with financing activities, plus


 


(hi)          the
amount of reasonably identifiable and factually supportable “run-rate” cost savings and,
operating expense reductions (collectively, “Cost Savings”),,
and synergies that are projected by the Parent Borrower in good faith to result from actions either taken or with respect
to which substantial steps have been taken or expected to be taken (in
the good faith determination of the Parent Borrower) within
24 months of the determination to take such action (including, without limitation, cost savings, operating expense reductions and synergies
related to the Exit Transactions, a Favored Sale or mergers or other business combinations, acquisitions, investments, divestitures, operating
improvements, restructurings, cost savings initiatives and other similar initiatives consummated after the Closing Date),
net of the amount of actual benefits realized prior to or during such period from such actions; provided,
that the addback pursuant to this clause (h) shall
not exceed 25% of Consolidated EBITDA calculated prior to giving effect to this clause (h); provided
further, that (a) such Cost Savings are reasonably anticipated (in
the good faith determination of the Borrowers) to be realized within twelve (12) months after the consummation
of such transaction, initiative or change, and (b) any projected Cost Savings in respect of actions which are not actually taken
or completed within such twelve (12)-month period may no longer be added back in calculating Consolidated EBITDA pursuant to this clause
(h) for the applicable periods(which cost savings,
operating expense reductions, and synergies shall be calculated on a Pro Forma Basis as though such cost savings, operating expense reductions,
or synergies had been realized on the first day of such period), plus


 






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(ij)           the
amount of loss or discount on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility,
plus


 


(jk)          any
costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan
or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds
contributed to the capital of the Parent Borrower or net cash proceeds of an issuance of Equity Interests (other than Disqualified Stock)
solely to the extent that such net cash proceeds are excluded from the calculation
set forth in clause (c),
(d) or (g) of the definition of Available Amount plus


 


(kl)          the
amount of expenses relating to payments made to option holders of any direct or indirect parent company of the Parent Borrower or any
of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such
Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were
shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement, plus


 


(m)          with
respect to any
joint venture, variable interest entity or other Investment of such Person that is not a Subsidiary and is located in or made (as applicable)
in the People’s Republic of China, an amount equal to the proportion of those items described in clauses (a) and
(c) above
relating to such joint venture, variable interest entity or other Investment corresponding to the Parent Borrower’s and the Subsidiaries’
proportionate share of such joint venture, variable interest entity or other investment’s Consolidated Net Income (determined as
if such joint venture, variable interest entity or other investment were a Subsidiary);


 


(ln)          costs
associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith and Public Company Costs, plus


 


(mo)         cash
receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any period solely to
the extent that the corresponding non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant
to paragraph (ii) below for any previous period and not added back, plus




 


(op)         to
the extent not already included in the Consolidated Net Income, (1) any expenses and charges that are reimbursed by indemnification
or other similar provisions in connection with any investment or any sale, conveyance, transfer, or other Asset Sale of assets permitted
hereunder and (2) to the extent covered by insurance and actually reimbursed, or, so long as the Parent Borrower has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount
is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date
of the determination by Borrower that there exists such evidence (with a deduction for any amount so added back to the extent not so reimbursed
within such 365 days), expenses with respect to liability or casualty events or business interruption, plus


  






    15


     


    

 


(pq)         any
restructuring, business optimization, integration or related charge or expense; provided,
that the addback pursuant to this clause (p) shall not exceed 15% of Consolidated EBITDA calculated prior to giving effect to this
clause (p), plus


 


(qr)         earn-out
and consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price
adjustments, in each case in connection with acquisitions or investments;


 


(ii)           decreased
by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains
which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated EBITDA in any
prior period other than non-cash gains relating to the application of Financial Accounting Standards Codification Topic 840— Leases
(formerly Financial Accounting Standards Board Statement No. 13); provided that, to the extent non cash gains are deducted
pursuant to this clause (ii) for any previous period and not otherwise added back to Consolidated EBITDA, Consolidated EBITDA
shall be increased by the amount of any cash receipts (or any netting arrangements resulting in reduced cash expenses) in respect of such
non cash gains received in subsequent periods to the extent not already included therein, plus


 


(iii)           increased
or decreased by (without duplication):


 


(a)           any
net gain or loss resulting in such period from currency gains or losses related to Indebtedness, intercompany balances, and other balance
sheet items, plus or minus, as the case may be, and


 


(b)           any
net gain or loss resulting in such period from Hedging Obligations, and the application of Financial Accounting Standards Codification
Topic 815—Derivatives and Hedging (ASC 815) (formerly Financing Accounting Standards Board Statement No. 133), and its related
pronouncements and interpretations, or the equivalent accounting standard under GAAP or an alternative basis of accounting applied in
lieu of GAAP.


 


For the avoidance of doubt:


 


(i)            to
the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments
resulting from the application of ASC 815 and its related pronouncements and interpretations, or the equivalent accounting standard under
GAAP or an alternative basis of accounting applied in lieu of GAAP,


 


(ii)           there
shall be included in determining Consolidated EBITDA for any period, without duplication, (1) the
Acquired EBITDA of any Person or business, or attributable to any property or asset acquired by the Parent Borrower or any Subsidiary
during such period (but not the Acquired EBITDA of any related Person or business or any Acquired EBITDA attributable to any assets or
property, in each case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned, or otherwise disposed
by the Parent Borrower or such Subsidiary during such period (each such Person, business, property, or asset acquired and not subsequently
so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business
for such period (including the portion thereof occurring prior to such acquisition) and
(2) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to
such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); provided
that for the avoidance of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive
agreement for the acquisition thereof has been entered into, the Acquired EBITDA of such Person or business shall not be included pursuant
to this paragraph until such acquisition shall have been consummated; and


 






    16


     


    

 


(iii)           to
the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed
EBITDA of any Person, property, business, or asset sold, transferred, abandoned, or otherwise disposed of, closed or classified as discontinued
operations by the Parent Borrower or any Subsidiary during such period (each such Person, property, business, or asset so sold or disposed
of, a “Sold Entity or Business”), based
on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale,
transfer, or disposition or conversion); provided that for the avoidance of doubt, notwithstanding any classification under GAAP
of any Person or business in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued
operations, the Disposed EBITDA of such Person or business shall not be excluded pursuant to this paragraph until such disposition shall
have been consummated.


 


“Consolidated
First Lien Secured Debt” shall mean, as of any date of determination, Consolidated Debt as of such date secured by a Lien on the
Collateral on an equal priority basis (but without regard to the control of remedies) with liens on the Collateral securing the Obligations
or, to the extent not so secured, any Capitalized Lease Obligations or Purchase Money Indebtedness, in each case to the extent constituting
Consolidated Debt and secured by a Lien on the assets or property of Holdings
or any Subsidiary.


 


“Consolidated
First Lien Secured Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated
First Lien Secured Debt as of such date of determination, minus unrestricted cash and Cash Equivalents of
the Parent Borrower and its Subsidiaries (other than the
proceeds of any Indebtedness being incurred and giving rise to the need to calculate the Consolidated First Lien Secured Debt to Consolidated
EBITDA Ratio) to (ii) Consolidated EBITDA of the Parent
Borrower for the Test Period then last ended, in each case
with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in Section 1.12.


 


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


 


(i)            consolidated
cash interest expense of such Person and its Subsidiaries for such period, to the extent such expense was deducted (and not added back)
in computing Consolidated Net Income (including (a) all commissions, discounts, and other fees and charges owed with respect to letters
of credit or bankers acceptances, (b) capitalized interest to the extent paid in cash, and (c) net payments, if any, pursuant
to interest rate Hedging Obligations with respect to Indebtedness, and excluding (1) any one-time cash costs associated with breakage
in respect of hedging agreements for interest rates, (2) all non-recurring cash interest expense consisting of liquidated damages
or “additional interest” for failure to timely comply with registration rights obligations, all as calculated on a consolidated
basis in accordance with GAAP, (3) non-cash interest expense attributable to a parent entity resulting from push-down accounting,
but solely to the extent not reducing consolidated cash interest expense in any prior period, (4) any non-cash expensing of bridge,
commitment, and other financing fees that have been previously paid in cash, but solely to the extent not reducing consolidated cash interest
expense in any prior period, and (5) commissions, discounts, yield, and other fees and charges (including any interest expense) related
to any Receivables Facility); less


 






    17


     


    

 


(ii)           cash
interest income for such period.


 


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


 


“Consolidated Net
Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Subsidiaries
for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,


 


(i)            any
after-tax effect of extraordinary, non-recurring, or unusual gains or losses (less
all fees and expenses relating thereto) or expenses (including relating to the Exist Transactions or a Favored Sale), severance, relocation
costs, curtailments, or modifications to pension and post-retirement employee benefits plans, facility start up, transition, integration,
and other restructuring and business optimization costs, charges, reserves, or expenses (including related to acquisitions after the Closing
Date and to the start-up, closure, and/or consolidation of facilities), one-time compensation charges, costs, charges or expenses relating
to any audit by the Internal Revenue Service or other applicable Governmental Authority (including and costs or expenses in respect of
any action or proceeding relating thereto) shall be excluded,


 


(ii)            the
Net Income for such period shall not include the cumulative effect of a change in accounting principles and changes as a result of the
adoption or modification of accounting policies during such period,


 


(iii)          any
net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed, or discontinued operations shall be excluded,


 


(iv)          any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments other
than in the ordinary course of business, as determined in good faith by the board of directors of Holdings, shall be excluded,


 


(v)           the
Net Income for such period of any Person that is not a Wholly-Owned Subsidiary, or is a Subsidiary that is accounted for by the equity
method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings shall be increased by the amount of
dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents)
to the referent Person or a Subsidiary thereof in respect of such period,


 


(vi)          effects
of adjustments (including the effects of such adjustments pushed down to Holdings and the Subsidiaries) in any line item in such Person’s
consolidated financial statements required or permitted by Financial Accounting Standards Codification Topic 805 – Business Combinations
and Topic 350 – Intangibles-Goodwill and Other (ASC 805 and ASC 350) (formerly Financial Accounting Standards Board Statement Nos.
141 and 142, respectively) resulting from the application of purchase accounting, including in relation to the Transactions and any acquisition
that is consummated after the Closing Date or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,


 






    18


     


    

 


(vii)         effects
of adjustments (including the effects of such adjustments pushed down to Holdings and the Subsidiaries) in any line item in such Person’s
consolidated financial statements required or permitted by Financial Accounting Standards Codification Topic 852 – Reorganizations
resulting from the application of fresh start accounting, shall be excluded,


  


(viii)        (a) any
after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments
(including deferred financing costs written off and premiums paid), (b) any non-cash income (or loss) related to currency gains or
losses related to Indebtedness, intercompany balances, and other balance sheet items and to Hedging Obligations pursuant to ASC 815 (or
such successor provision), and (c) any non-cash expense, income, or loss attributable to the movement in mark to market valuation
of foreign currencies, Indebtedness, or derivative instruments pursuant to GAAP, shall be excluded,


 


(ix)           any
impairment charge, asset write-off, or write-down pursuant to ASC 350 and Financial Accounting Standards Codification Topic 360 –
Impairment and Disposal of Long-Lived Assets (ASC 360) (formerly Financial Accounting Standards Board Statement Nos. 142 and 144, respectively)
and the amortization of intangibles arising pursuant to ASC 805 shall be excluded, and


 


(x)            (a) any
non-cash compensation expense recorded from grants of stock appreciation or similar rights, phantom equity, stock options units, restricted
stock, or other rights to officers, directors, managers, or employees and (b) non-cash income (loss) attributable to deferred compensation
plans or trusts, shall be excluded.,


 


(xi)           any
fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment,
recapitalization, Asset Sale, issuance, or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment
or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such
transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period
as a result of any such
transaction shall be excluded,


 


(xii)           accruals
and reserves (including contingent liabilities) that are established or adjusted (x) within twelve months after the Closing Date
that are so required to be established as a result of the Exit Transactions and/or (y) within twelve months after the Amendment No. 1
Amendment Date that are so required to be established as a result of a Favored Sale in accordance with GAAP, or changes as a result of
adoption or modification of accounting policies, shall be excluded,


 


(xiii) to
the extent covered by insurance or indemnification and actually reimbursed, or, so
long as the Parent Borrower has made a determination that
there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent
that such amount is (a) not denied by the applicable carrier or indemnifying party in writing within 180 days and (b) in fact
reimbursed within 365 days of the date
of the determination by Borrower that there exists such evidence (with a deduction for any amount so added back to the extent not so reimbursed
within 365 days), losses and expenses with respect to liability or casualty events or business interruption shall be excluded,


 


(xiv)           any
deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of
any valuation allowance related to such items, shall be excluded, and


 






    19


     


    

 


(xv)           any
costs or expenses incurred during such period relating to environmental remediation, litigation, or other disputes in respect of events
and exposures that occurred prior to the Amendment No. 1 Amendment Date shall be excluded.


  


“Consolidated
Secured Debt” shall mean, as of any date of determination, Consolidated Total Debt as of such date secured by a Lien on the Collateral
and, to the extent not so secured, any Capitalized Lease Obligations and Purchase Money Indebtedness, in each case to the extent constituting
Consolidated Total Debt and to the extent secured by a Lien on the assets or property of the Parent Borrower or any Subsidiary.


 


“Consolidated
Secured Debt to Consolidated EBITDA Ratio” shall mean,
as of any date of determination, the ratio of (i) Consolidated Secured
Debt as of such date of determination, minus unrestricted cash and Cash
Equivalents of the Parent Borrower and the Subsidiaries (other
than the proceeds of any Indebtedness being incurred and giving rise to the need to calculate the Consolidated Secured Debt to Consolidated
EBITDA Ratio) to (ii) Consolidated EBITDA of the Parent
Borrower for the Test Period then last ended, in each case with such pro forma adjustments as are appropriate and consistent with the
pro forma adjustment provisions set forth in Section 1.12.


 


“Consolidated
Total Debt” shall mean, as of any date of determination, an amount equal to the sum of the aggregate amount of all outstanding Indebtedness
of the Parent Borrower and the Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Capitalized Lease Obligations
and debt obligations evidenced by promissory notes and similar instruments (and
excluding, for the avoidance of doubt, Hedging Obligations); provided that Consolidated Total Debt shall not include Letters of Credit,
except to the extent of Unpaid Drawings thereunder.


 


“Consolidated
Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total Debt
as of such date of determination, minus unrestricted cash and Cash Equivalents of the Parent Borrower and the Subsidiaries (other
than the proceeds of any Indebtedness being incurred and giving rise to the need to calculate the Consolidated Total Debt to Consolidated
EBITDA Ratio) to (ii) Consolidated EBITDA of the Parent Borrower for the Test Period then last ended, in each case with such pro
forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in Section 1.12.


 


“Contractual Requirement”
shall have the meaning provided in Section 8.3.


 


“Control Agreement”
shall mean an account control agreement that establishes the Collateral Agent’s “control” over a Bank Account within
the meaning of Section 8-106 or 9-104 of the UCC, as applicable, each in form and substance reasonably satisfactory to the Required
Lenders (which satisfaction of the Required Lenders may be communicated via an email from the Lender Advisor), the Collateral Agent and
the Borrowers.


 


“Credit Documents”
shall mean this Agreement, the Fee Letter, the Guarantees, the Intercreditor
Agreement, any other Acceptable Intercreditor Agreement, the Security Documents, the Intercompany Note, any promissory
notes issued by the Borrowers pursuant hereto, any other agreements, documents and instruments providing for or evidencing any other Obligations,
and any other document or instrument executed or delivered at any time in connection with any Obligations, including any joinder agreement
among holders of Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, amended and restated,
supplemented, modified, renewed or extended from time to time.


 


“Credit Party”
shall mean Holdings, the Borrowers, and the other Guarantors.


 






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“Customary
Bridge Loan” shall mean a customary bridge loan with a one-year or other maturity shorter than the outstanding Term Loans, so long
as such bridge loan is to be automatically exchanged or converted into long-term debt which has (x) a weighted average life to maturity
that is not shorter than the weighted average life to maturity of any then existing
Term Loans and (y) a final maturity date which is not
earlier than the then Latest Maturity Date.


 


“Debt Incurrence
Prepayment Event” shall mean any issuance or incurrence by Holdings or any Subsidiary of any Indebtedness not otherwise permitted
to be incurred pursuant to Section 10.1 of this Agreement.


 


“Debtor Relief Laws”
shall mean the Bankruptcy Code of the United States, Canadian Bankruptcy and Insolvency Law, the Insolvency Act 1986 under the laws of
England and Wales, the provisions of law implemented pursuant to the Corporate Insolvency and Governance Bill dated 20 March 2020
under the laws of England and Wales and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, administration, examinership or similar debtor relief laws of the
U.S. or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Declined Proceeds”
shall have the meaning provided in Section 5.2(f).


 


“Default”
shall mean any event, act, or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


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


 


“Deferred Net Cash
Proceeds” shall have the meaning provided such term in the definition of Net Cash Proceeds.


 


“Deferred Net Cash
Proceeds Payment Date” shall have the meaning provided such term in the definition of Net Cash Proceeds.


 


“Designated Jurisdiction”
shall mean any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Designated Non-Cash
Consideration” shall mean the Fair Market Value of non-cash consideration received by the Parent Borrower or a Subsidiary in
connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer
of Holdings or a Borrower, setting forth the basis of such valuation, executed by an Authorized Officer of Holdings or a Borrower, less
the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on or other disposition of such
Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding
when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 010.4.


 


“DIP Credit Agreement”
shall have the meaning set forth in the recitals hereto.


 


“DIP Loans”
shall mean the “Term Loans” as defined in the DIP Credit Agreement.


 






    	 	21	 



     


    

 


“Direction of the
Required Lenders” shall mean a written direction or instruction from Lenders constituting the Required Lenders which may, in
the sole discretion of the Administrative Agent and/or the Collateral Agent, as applicable, be in the form of an email or other form of
written communication and which may come from the Lender Advisor, it being understood and agreed that the Administrative Agent and the
Collateral Agent can conclusively rely on any such written direction or instruction from the Lender Advisor.


 


“Disposed EBITDA”
shall mean, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold
Entity or Business (determined as if references to the Parent Borrower and the Subsidiaries in the definition of Consolidated EBITDA were
references to such Sold Entity or Business), all as determined on a consolidated basis for such Sold Entity or Business.


 


“disposition”
shall have the meaning assigned such term in clause (i) of the definition of Asset Sale.


 


“Disqualified Stock”
shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which
it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable
(other than solely for Qualified Stock), other than as a result of a change of control, asset sale, or similar event, pursuant to a sinking
fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for Qualified Stock), other than
as a result of a change of control, asset sale, or similar event, in whole or in part, in each case, prior to the date that is 91 days
after the Latest Maturity Date hereunder; provided that (i) if such Capital Stock is issued to any plan for the benefit of
employees of the Parent Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified
Stock solely because it may be required to be repurchased by the Parent Borrower or its Subsidiaries in order to satisfy applicable statutory
or regulatory obligations or as a result of such employee’s termination, death, or disability and (ii) no Qualified PECS shall
constitute Disqualified Stock.


 


“Dollar Equivalent”
shall mean, at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any amount
denominated in any currency other than Dollars, the equivalent amount thereof in Dollars, as determined by the Administrative Agent on
the basis of the Spot Rate (determined on the most recent date of determination) for the purchase of Dollars with such currency.


 


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


 


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


 


“EEA Resolution Authority”
shall mean 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.


 






    	 	22	 



     


    

 


“Effective Yield”
shall mean, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of the Required Lenders in
consultation with the Parent Borrower and consistent with generally accepted financial practices, taking into account the applicable interest
rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso below), or
similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (i) the
remaining weighted average life to maturity of such Indebtedness and (ii) the four years following the date of incurrence thereof)
payable generally to Lenders or other institutions providing such Indebtedness, but excluding any arrangement, structuring, ticking, or
other similar fees payable in connection therewith that are not generally shared with the relevant Lenders and, if applicable, consent
fees for an amendment paid generally to consenting Lenders; provided that with respect to any Indebtedness that includes a “Eurocurrency
floor” or “ABR floor,” (a) to the extent that the Eurocurrency Rate (with an Interest Period of three months) or
ABR (without giving effect to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated
is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the
purpose of calculating the Effective Yield and (b) to the extent that the Eurocurrency Rate (with an Interest Period of three months)
or ABR (without giving effect to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated
is greater than such floor, then the floor shall be disregarded in calculating the Effective Yield.


 


“Environmental Claims”
shall mean any and all actions, suits, orders, decrees, demand letters, claims, notices of noncompliance or potential responsibility or
violation, or proceedings pursuant to any Environmental Law or any permit issued, or any approval given, under any such Environmental
Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial, or other actions or damages pursuant to any Environmental Law and (ii) any
and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive relief relating
to the presence Release or threatened Release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety
(to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, indoor
air, surface water, groundwater, soil, land surface and subsurface strata, and natural resources such as wetlands.


 


“Environmental Law”
shall mean any applicable federal, state, provincial, territorial, foreign, or local statute, law, rule, regulation, ordinance, code,
and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation
thereof, including any binding judicial or administrative order, consent decree, or judgment, relating to pollution or protection of the
environment, including, without limitation, ambient air, indoor air, surface water, groundwater, soil, land surface and subsurface strata
and natural resources such as flora, fauna, or wetlands, or protection of human health or safety (to the extent relating to human exposure
to Hazardous Materials) and including those relating to the generation, storage, treatment, transport, Release, or threat of Release of
Hazardous Materials.


 


“Equity Interest”
shall mean Capital Stock and all warrants, options, or other rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.


 


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


 


“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) that, together with any Credit Party or any Subsidiary thereof, is treated
as a single employer under Section 414 (b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes
of provisions relating to Section 412 of the Code).


 






    	 	23	 



     


    

 


“ERISA Event”
shall mean (i) the failure of any Plan to comply with any provisions of ERISA and/or the Code (and applicable regulations under either)
or with the terms of such Plan; (ii) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (iii) any
Reportable Event; (iv) the failure of any Credit Party, any Subsidiary thereof or ERISA Affiliate to make by its due date a required
installment under Section 430(j) of the Code with respect to any Pension Plan or any failure by any Pension Plan to satisfy
the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension
Plan, whether or not waived; (v) a determination that any Pension Plan is in “at risk” status (within the meaning of
Section 430 of the Code or Section 303 of ERISA); (vi) 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 Pension Plan; (vii) the termination of,
or the appointment of a trustee to administer, any Pension Plan or the incurrence by any Credit Party, any Subsidiary thereof or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, including but not limited
to the imposition of any Lien in favor of the PBGC or any Pension Plan; (viii) the receipt by any Credit Party, any Subsidiary thereof
or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice to terminate any Pension Plan or to appoint a trustee
to administer any Pension Plan under Section 4042 of ERISA; (ix) the failure by any Credit Party, any Subsidiary thereof or
any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (x) the incurrence by any Credit Party, any
Subsidiary thereof or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension
Plan (or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA) or Multiemployer Plan;
(xi) the receipt by any Credit Party, any Subsidiary thereof or any of its ERISA Affiliates of any notice concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, Insolvent or in Reorganization, in
 “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA),
or terminated (within the meaning of Section 4041A of ERISA); or (xii) the failure by any Credit Party, any Subsidiary thereof,
or any of its ERISA Affiliates to pay when due (after expiration of any applicable grace period) any installment payment with respect
to Withdrawal Liability under Section 4201 of ERISA.


 


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


 


“Eurocurrency Loan”
shall mean any Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.


 


“Eurocurrency Rate”
shall mean, for any Interest Period with respect to a Eurocurrency Loan, the rate per annum equal to the offered rate administered by
ICE Benchmark Administration (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative
Agent (at the Direction of the Required Lenders), on the applicable Bloomberg or Reuters screen page (or such other commercially
available source providing such quotations of LIBOR as designated by the Administrative Agent (at the Direction of the Required Lenders)
from time to time) at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period,
for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to one month commencing that date;
provided that, in no event shall the Eurocurrency Rate be less than 1.00% per annum.


 


“European Union Regulation”
shall have the meaning given to such term in Section 8.18.


 


“Event of Default”
shall have the meaning provided in Section 11.1.


 


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


 






    	 	24	 



     


    

 


“Excluded Accounts”
shall mean, as to any Credit Party, (i) all Deposit Accounts or Securities Accounts that are used solely to hold cash, Cash Equivalents
and other assets comprised solely of (a) funds used for payroll and payroll taxes and other employee benefit payments to any Credit
Party’s officers, directors, employees or consultants, and (b) provision for all amounts of Taxes required to be collected,
remitted or withheld (including, without limitation, federal, state, provincial, territorial and foreign withholding taxes), including,
without limitation, the employer’s share thereof, (ii) any Deposit Account or Securities Account or Futures Account (other
than any account maintained for the deposit of funds with a Canadian bank accepting funds for deposit in Canada) that, individually, contain
an average dailymonthly
balance of less than $150,000 or in the aggregate,
contain an average daily balance of less than $500,0005,000,000
and (iii) any Securities Account and Futures Account, each as defined in the PPSA, and any account maintained for the deposit of
funds with a Canadian bank accepting funds for deposit in Canada that in the aggregate, contain an average dailymonthly
balance of less than $750,0005,000,000.


 


“Excluded Contribution”
shall mean net cash proceeds, the Fair Market Value of marketable securities, or the Fair Market Value of Qualified Proceeds received
by the Parent Borrower from (i) contributions to its common equity capital, and (ii) the sale (other than to a Subsidiary or
to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Parent Borrower)
of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings or a Parent Entity, in each case designated
as Excluded Contributions pursuant to an officer’s certificate executed by either a senior vice president or the principal financial
officer of the U.S. Subsidiary Borrower on the date such capital contributions are made or the date such Equity Interests are sold, as
the case may be; provided that any non-cash assets shall qualify only if acquired by a parent of the Parent Borrower in an arm’s-length
transaction within the six months prior to such contribution.


 


“Excluded Property”
shall mean (a) any motor vehicles and other assets subject to certificates of title, (b) all commercial tort claims (excluding
the proceeds therefrom) below $2,500,00010,000,000,
(c) any governmental licenses or state or local franchises, charters and authorizations to the extent security interest is prohibited
or restricted thereby (excluding the proceeds therefrom), (d) pledges and security interests prohibited or restricted by any Requirements
of Law (including any requirement to obtain the consent of any governmental or third party authority), (e) any lease, license or
agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security
interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement permitted under
Section 10 or create a right of termination in favor of any other party thereto (other than Holdings or any of its Affiliates)
after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds
and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law
notwithstanding such prohibition, (f) any assets or property (other than Capital Stock or Stock Equivalents of a Subsidiary) acquired
after the Closing Date with a fair market value not
in excess of $10,000,000 in the aggregate for
all such assets to theto the extent a security
interest in such assets would result in material adverse tax consequences as reasonably determined by the Parent Borrower, in consultation
with the Required Lenders, (g) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral
as to which perfection of the security interest in such other Collateral is accomplished by the registration of a Form C1 or 8E with
the Irish Companies Registration Office, registration with the United Kingdom Companies House, filing of a financing statement or registration
under the Uniform Commercial Code or the PPSA, or equivalent filing in Ireland, England and Wales or Luxembourg or by entry into the Credit
Documents (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than
the filing of a Form C1 or 8E, registration with the United Kingdom Companies House, filing of a financing statement or registration
under the Uniform Commercial Code or the PPSA, or equivalent filing in Ireland, England and Wales or Luxembourg or by entry into the Credit
Documents), (h) any intent-to-use application trademark application prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a
security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal
law, (i) any Excluded Stock and Stock Equivalents, (j) assets where the cost of obtaining a security interest therein (including
any tax effects relating thereto) exceeds the practical benefit to the Lenders afforded thereby as mutually agreed by the Parent Borrower
and the Administrative Agent, (k) any Excluded Real Property and (l) any receivables and related assets sold or purported to
be sold to any Receivables Subsidiary in connection with any Receivables Facility and any proceeds resulting from the collection of such
receivables and related assets; provided, however, that Excluded Property shall not include any proceeds, substitutions
or replacements of any Excluded Property referred to in clauses (a) through (l) (unless such proceeds, substitutions
or replacements would constitute Excluded Property referred to in clauses (a) through (l)).


 






    	 	25	 



     


    

 


“Excluded Real Property”
shall mean (a) (i) on the Closing Date, each fee-owned real property with a Fair Market Value of less than $2,500,000 per property
not to exceed $10,000,000 in the aggregate or (ii) after the Closing Date, each fee-owned real property (x) that
is located outside the United States, (y) located in a “flood zone” pursuant to Flood Insurance Laws or (z) with
a purchase price of less than $2,500,000 per property not to exceed $10,000,000 in
the aggregate, (b) any real property that is subject to a Permitted Lien of the type described in clause (ix) of
the definition thereof or securing Indebtedness of the type described in Section 10.1(d), (c) any real property with
respect to which, in the reasonable judgment of the Required Lenders (confirmed by notice to the Parent Borrower) the cost of providing
a Mortgage is excessive in view of the benefits to be obtained by the Lenders, (d) any real property acquired after the Closing Date
to the extent providing a mortgage on such real property would (i) result in material adverse tax consequences as reasonably determined
by the Parent Borrower in consultation with the Required Lenders, (ii) be prohibited or limited by any Requirements of Law (including
any requirement to obtain the consent of any governmental or third party authority), or (iii) violate a contractual obligation to
the owners of such real property (other than any such owners that are the Parent Borrower or Affiliates of the Parent Borrower) that is
binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial
Code or PPSA or other applicable regulation or statute) and (e) any Real Estate that a Credit Party has leasehold interest in as
tenant or which is not otherwise owned in fee.


 


“Excluded Stock and
Stock Equivalents” shall mean (i) any Capital Stock or Stock Equivalents with respect to which, in the reasonable judgment
of the Required Lenders and the Parent Borrower (as agreed to in writing), the cost or other consequences of pledging such Capital Stock
or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained
by the Lenders therefrom, (ii) any pledge of any Capital Stock or Stock Equivalents of any Subsidiary of any U.S. Credit Party that
is a CFC or CFC Holding Company other than 65% of the total combined voting power of all classes of Capital Stock or Stock Equivalents
entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) and 100% of the non-voting Capital Stock or Stock
Equivalents of a first tier Subsidiary that is CFC or CFC Holding Company; provided, however, this clause
(ii) shall only apply to the Capital Stock or Stock Equivalents of a
Material Subsidiary which is a CFC or CFC Holding Company if, within 90 days of the formation
or acquisition of such Material Subsidiary, the Credit Parties and the Required Lenders agree that pledging 100% of such Capital
Stock or Stock Equivalents would reasonably be expected to cause a material adverse tax impact to the
Credit Parties or the Required Lenders, (iii) any Capital Stock or Stock Equivalents
to the extent the pledge thereof would violate any applicable Requirement of Law (including any legally effective requirement to obtain
the consent of any Governmental Authority unless such consent has been obtained), (iv) in the case of (A) any Capital Stock
or Stock Equivalents of any Subsidiary to the extent such Capital Stock or Stock Equivalents are subject to a Lien permitted by clause
(ix) of the definition of Permitted Lien or (B) any Capital Stock or Stock Equivalents of any Subsidiary that is not Wholly-Owned
by the Parent Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Capital Stock or Stock Equivalents of
each such Subsidiary described in clause (A) or (B),
to the extent (I) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other
than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law and other than
proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding
such prohibition or restriction), (II) any Contractual Requirement prohibits such a pledge without the consent of any other party
(other than Holdings or its Affiliates); provided that this clause (II) shall not apply if consent has been obtained
to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Parent Borrower or any Subsidiary
to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (III) a
pledge thereof to secure the Obligations would give any other party (other than a Credit Party or Affiliate) to any contract, agreement,
instrument, or indenture governing such Capital Stock or Stock Equivalents the right to terminate its obligations thereunder (other than
customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law and other than proceeds
thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding
such prohibition or restriction), (v) any Capital Stock or Stock Equivalents that are margin stock, and (vi) any Capital Stock
and Stock Equivalents of any Subsidiary that is a captive insurance Subsidiary, an SPV or Receivables Subsidiary.


 






    	 	26	 



     


    

 


“Excluded Subsidiary”
shall mean (i) each Subsidiary, in each case, for so long as any such Subsidiary does not constitute a Material Subsidiary, it being
understood that no Subsidiary that must be designated as a Material Subsidiary pursuant to the proviso in the definition of “Material
Subsidiary” shall be an Excluded Subsidiary pursuant to this clause (i), (ii) (A) any Subsidiary of any U.S. Credit Party
that is a CFC, (B) any Subsidiary of a CFC described in clause (A), and (C) any Subsidiary of any U.S. Credit Party that is
a CFC Holding Company; provided, however, this clause (ii) shall only apply to a Material Subsidiary
which is a CFC or CFC Holding Company if, within 90 days of the formation or acquisition of such Material Subsidiary, the Credit Parties
and the Required Lenders agree that providing a Guarantee could reasonably be expected to cause a material adverse tax impact to the Credit
Parties or the Required Lenders; (iii) any Foreign Subsidiary, except to the extent that such subsidiary is organized
under the laws of Canada or any province thereof, Ireland, England and Wales or Luxembourg, provided,
however, this clause (iii) shall only apply to a Foreign Subsidiary that is a Material Subsidiary if the Parent Borrower, within
90 days of the formation or acquisition of such Material Subsidiary, delivers a tax analysis from its third party tax advisor to the Required
Lenders demonstrating a material adverse tax impact to the Credit Parties and the Required Lenders agree in writing to exclude such Foreign
Subsidiary, (iv) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirement of Law
from guaranteeing or granting Liens to secure the Obligations at the time such Subsidiary becomes a Subsidiary (and for so long as such
restriction or any replacement or renewal thereof is in effect and such restrictions were not agreed to in order to avoid providing a
Guarantee or grant), (v) any other Subsidiary with respect to which, in the reasonable judgment of the Required
Lenders and Parent Borrower, as agreed in writing, the cost or other
consequences of providing a Guarantee of the Obligations (including any tax effects relating thereto) shall be excessive in view of the
benefits to be obtained by the Lenders therefrom, (vi) any Receivables Subsidiary, (vii) each other Subsidiary acquired pursuant
to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder,
and each Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness,
in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party
prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition
or other Investment permitted hereunder, (viii) each SPV or not-for-profit Subsidiary and,
(ix) each Subsidiary that is not a Wholly-Owned Subsidiary and (x) any
Foreign Subsidiary for which the providing of a guarantee would reasonably be expected to result in any violation or breach of, or conflict
with, fiduciary duties of such Subsidiary’s officers, directors or managers (as reasonably determined by the Parent Borrower in
consultation with the Required Lenders).


 






    	 	27	 



     


    

 


“Excluded Swap Obligation”
shall mean, 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) or any other applicable law by virtue of such Guarantor’s failure for any reason to constitute an
 “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee
of such Guarantor or the grant of such security interest becomes 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”
shall mean, with respect to any Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation
of any Credit Party hereunder or under any other Credit Document, (i) Taxes imposed on or measured by its net income or net profits,
franchise (and similar) Taxes (imposed in lieu of net income Taxes) or branch profits Taxes (in each case, however denominated, and including
(for the avoidance of doubt) any backup withholding in respect thereof under Section 3406 of the Code or any similar provision of
state, local, or foreign law), in each case by a jurisdiction (including any political subdivision thereof) as a result of such recipient
being organized in, having its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdiction,
or as a result of any other present or former connection with such jurisdiction (other than any such connection arising solely from this
Agreement or any other Credit Documents or any transactions contemplated thereunder), (ii) other than in the case of a Lender that
is an assignee pursuant to a request by the Borrowers under Section 13.8 (or that designates a new lending office pursuant
to a request by the Borrowers), any United States federal withholding Tax imposed on amounts payable to or for the account of a Lender
pursuant to laws in force at the time such Lender acquires an interest in (or becomes a party to) any Credit Document (or designates a
new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation
of a new lending office (or assignment), to receive additional amounts from the applicable Credit Parties with respect to such withholding
Tax pursuant to Section 5.4, (iii) any withholding Taxes attributable to a recipient’s failure to comply with Section 5.4(e),
(iv) any withholding tax due under the Luxembourg laws dated 21 June 2005 implementing (a) the EU Council Directive 2003/48/EC
of 3 June 2003 on the taxation of savings income in the form of interest payments, as amended, and (b) several related agreements
concluded between Luxembourg and certain associated or dependent territories of the European Union or (v) any withholding Tax imposed
under FATCA.


 


“Exit Facility”
shall have the meaning set forth in the recitals hereto.


 


“Exit Transactions”
shall mean, collectively, the entry of the Confirmation Order, the Canadian Confirmation Order the transactions contemplated by the Approved
Plan, the entry into the Second Out Term Loan Facility and the deemed funding of the loans thereunder, the deemed funding of the Rolled
Up Term Loans on the Closing Date, the funding of the New Money Term Loans on the Closing Date, the consummation of the other transactions
contemplated by this Agreement and the Approved Plan, the consummation of any other transactions in connection with the foregoing, and
the payment of the fees and expenses incurred in connection with any of the foregoing (including the Transaction Expenses).


 


“Fair Market Value”
shall mean with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale
of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and
arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined
in good faith by the Parent Borrower.


 






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“FATCA”
shall mean 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 promulgated thereunder, official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended
or successor version described above), and any intergovernmental agreements (or related legislation or official administrative rules or
practices) implementing the foregoing.


 


“Favored Sale”
shall have the meaning set forth in the Chapter 11 Plan; provided
that, notwithstanding such meaning, the Acquisition shall be deemed a Favored Sale for all purposes of this Agreement and the other Credit
Documents.


 


“FCPA”
shall have the meaning provided in Section 8.20(c).


 


“Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York; provided that (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if
no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average
rate charged to a financial institution selected by the Required Lenders (in consultation with the Parent Borrower) on such day on such
transactions, which such rate shall be administratively feasible for the Administrative Agent.


 


“Fee Letter”
shall mean that certain Fee Letter dated the Closing Date between Wilmington Savings Fund Society, FSB and the Borrowers.


 


“Fees”
shall mean all amounts payable pursuant to, or referred to in, Section 4.1.


 


“First
Lien Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be pari passu with the Liens
on the Collateral securing the Obligations, an intercreditor
agreement in the form of the Intercreditor Agreement (or
changes to such agreement (x) that are posted to the Lenders (including through a website maintained by the Borrower), and not objected
to in writing by the Required Lenders within five (5) business days of posting thereof and (y) to the extent such changes affect
the rights or obligations of the Collateral Agent or the Administrative Agent, that are reasonably
satisfactory to the Collateral Agent and Administrative Agent).


 


“Fixed
Charges” shall mean, with respect to any Person for any period, the sum of:


 


(i)            Consolidated
Interest Expense of such Person for such period,


 


(ii)         all
cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock of such Person made during such
period, and


 


(iii)        all
cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period.


 


“Flood Insurance
Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the
National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance
Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) Biggert-Waters Flood Insurance Reform Act
of 2012 as now or hereafter in effect or any successor statute thereto.


 






    	 	29	 



     


    

 


“Flow of Funds Statement”
shall mean a flow of funds statement relating to payments to be made and credited by all of the parties on the Closing Date (including
wire instructions therefor) as prepared by the Parent Borrower and its financial advisor in consultation with (and approved by) the Administrative
Agent and the Required Lenders (which such approval may be communicated via email from the Lender Advisor).


 


“Foreign Benefit
Arrangement” shall mean any employee benefit arrangement mandated by non-U.S. law or non-Canadian law that is maintained or
contributed to by any Credit Party or any of its Subsidiaries.


 


“Foreign Credit Party”
shall mean Holdings, the Parent Borrower and each Guarantor that is a Foreign Subsidiary.


 


“Foreign Law Security
Filing” shall mean any filing or notification required to be made in any registry of a territory outside of the U.S. in order
to perfect any security interest created pursuant to the Security Documents.


 


“Foreign Plan”
shall mean each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is
not subject to U.S. law and is maintained or contributed to by any Credit Party or any of its Subsidiaries.


 


“Foreign Plan Event”
shall mean, with respect to any Foreign Plan or Foreign Benefit Arrangement, (i) the failure to make or, if applicable, accrue in
accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such
Foreign Plan or Foreign Benefit Arrangement; (ii) the failure to register or loss of good standing (if applicable) with applicable
regulatory authorities of any such Foreign Plan or Foreign Benefit Arrangement required to be registered; or (iii) the failure of
any Foreign Plan or Foreign Benefit Arrangement to comply with any provisions of applicable law and regulations or with the terms of such
Foreign Plan or Foreign Benefit Arrangement.


 


“Foreign Pledge Agreement”
shall mean each (a) pledge agreement executed by any Credit Party that is listed on Schedule 1.1(a) and (b) each
other pledge agreement executed by any Credit Party and governed by the laws of any jurisdiction (other than the United States) pursuant
to Sections 9.12 or 9.14 in form and substance reasonably satisfactory to the Required Lenders (which satisfaction of the
Required Lenders and the Collateral Agent may be communicated via an email from the Lender Advisor) and the Collateral Agent (other than,
in each case, the Irish Security Documents).


 


“Foreign Prepayment
Event” shall have the meaning provided in Section 5.2(a)(iv).


 


“Foreign Security
Agreement” shall mean each (a) security agreement executed by any Credit Party that is listed on Schedule 1.1(a) and
(b) each other security agreement executed by any Credit Party pursuant to Sections 9.12 or 9.14 in form and substance
reasonably satisfactory to the Required Lenders (which agreement of the Required Lenders may be communicated via an email from the Lender
Advisor) and the Collateral Agent (other than, in each case, the Irish Security Documents).


 


“Foreign Subsidiary”
shall mean each Subsidiary of Holdings that is not a U.S. Subsidiary.


 






    	 	30	 



     


    

 


“Fund”
shall mean any Person (other than a natural Person) that is engaged or advises funds or other investment vehicles that are engaged in
making, purchasing, holding, or investing in commercial loans and similar extensions of credit in the ordinary course.


 


“GAAP”
shall mean generally accepted accounting principles in the United States, as in effect from time to time; provided, however,
that if the Parent Borrower notifies the Administrative Agent that the Parent Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision,
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. Furthermore, at any time after the Closing Date, the
Parent Borrower may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP and
GAAP concepts shall thereafter be construed to refer to IFRS and corresponding IFRS concepts (except as otherwise provided in this Agreement);
provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination
in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Parent Borrower’s
election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Parent Borrower shall give written
notice of any such election made in accordance with this definition to the Administrative Agent. For the avoidance of doubt, solely making
an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness. Notwithstanding
any other provision contained herein, the amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations shall be
determined in accordance with the definition of Capitalized Lease Obligations.


 


“Governmental Authority”
shall mean any nation, sovereign, or government, any state, province, territory, or other political subdivision thereof, and any entity
or authority exercising executive, legislative, judicial, taxing, regulatory, or administrative functions of or pertaining to government,
including a central bank or stock exchange.


 


“Granting Lender”
shall have the meaning provided in Section 13.6(g).


 


“Guarantee”
shall mean (i) the Guarantee dated as of the Closing Date made by each Guarantor in favor of the Collateral Agent for the benefit
of the Secured Parties, as amended, restated, amended and restated, supplemented or otherwise modified from time to time and (ii) any
other guarantee of the Obligations made by a Subsidiary in form and substance reasonably acceptable to the Required Lenders (which satisfaction
may be communicated by via email from the Lender Advisor) and the Collateral Agent.


 


“guarantee obligations”
shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any primary obligor
in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (i) to purchase
any such Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (a) for
the purchase or payment of any such Indebtedness or (b) to maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities, or services primarily for the
purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness, or
(iv) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, however,
that the term guarantee obligations shall not include endorsements of instruments for deposit or collection in the ordinary course of
business or customary and reasonable indemnity obligations or product warranties in effect on the Closing Date or entered into in connection
with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness).
The amount of any guarantee obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness
in respect of which such guarantee obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.


 






    	 	31	 



     


    

 


“Guarantors”
shall mean (i) each Subsidiary of Holdings that is party to a Guarantee on the Closing Date, (ii) each Subsidiary of Holdings
that becomes a party to a Guarantee after the Closing Date pursuant to Section 9.11 or otherwise and (iii) Holdings;
provided that in no event shall any Excluded Subsidiary be required to be a Guarantor (unless such Subsidiary is no longer an Excluded
Subsidiary).


 


“Hazardous Materials”
shall mean (i) any petroleum or petroleum products, radioactive materials, friable asbestos, polychlorinated biphenyls, and radon
gas; (ii) any chemicals, materials, or substances defined as or included in the definition of “hazardous substances,”
 “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous
waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,”
or words of similar import, under any Environmental Law; and (iii) any other chemical, material, or substance, which is prohibited,
limited, or regulated due to its dangerous or deleterious properties or characteristics by, any Environmental Law.


 


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


 


“Hedge Bank”
shall mean (i) (a) any Person that, at the time it enters into a Hedge Agreement, is a Lender, an Agent or an Affiliate of a
Lender or an Agent and (b) with respect to any Hedge Agreement entered into prior to the Closing Date, any Person that is a Lender
or an Agent or an Affiliate of a Lender or an Agent on the Closing Date and (ii) any other Person reasonably acceptable to the Required
Lenders that is designated by the Parent Borrower as a “Hedge Bank” by written notice to the Administrative Agent substantially
in the form of Exhibit L-1 or such other form reasonably acceptable to the Administrative Agent.


 


“Hedging Obligations”
shall mean, with respect to any Person, the obligations of such Person under any Hedge Agreements.


 


“Holdings”
shall mean (i) Holdings (as defined in the preamble to this Agreement) or (ii) after the Closing Date any other Person or Persons
(“New Holdings”) that is a Subsidiary of (or are Subsidiaries of) Holdings or of any Parent Entity of Holdings (or
the previous New Holdings, as the case may be) but not the Parent Borrower (“Previous Holdings”); provided that
(a) such New Holdings directly owns (i) 100% of the Equity Interests of the Parent Borrower and (ii) 100% of the Equity
Interests of each other direct Subsidiary of Previous Holdings which were owned by Previous Holdings immediately prior thereto, (b) New
Holdings shall expressly assume all the obligations of Previous Holdings under this Agreement and the other Credit Documents pursuant
to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (c) if reasonably requested
by the Administrative Agent, an opinion of counsel shall be delivered by the Parent Borrower to the Administrative Agent to the effect
that, without limitation, such substitution does not violate this Agreement or any other Credit Document, (d) all Capital Stock of
the Company and each other direct Subsidiary of Previous Holdings and substantially all of the other assets of Previous Holdings are contributed
or otherwise transferred, directly or indirectly, to such New Holdings and pledged to secure the Obligations, (f) (i) no Event
of Default has occurred and is continuing at the time of such substitution and such substitution does not result in any Event of Default,
(ii) such substitution does not result in any material adverse tax consequences to any Credit Party and (iii) such substitution
does not result in any adverse tax consequences to any Lender (unless reimbursed hereunder) or to the Administrative Agent (unless reimbursed
hereunder), and (g) no Change of Control shall occur; provided, further, that if each of the foregoing is satisfied,
Previous Holdings shall be automatically released of all its obligations under the Credit Documents and any reference to Holdings in the
Credit Documents shall be meant to refer to New Holdings.


 






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“IFRS”
shall have the meaning given such term in the definition of GAAP.


 


“Impacted Loans”
shall have the meaning provided in Section 2.10(a).


 


“Increased Amount
Date” shall have the meaning provided in Section 2.14(a).


 


“Incremental Term
LoanLoans” shall have the meaning provided
in Section 2.14(bc).


 


“Incremental
Term Loan Commitments” shall have
the meaning provided in Section 2.14(a).


 


“Incremental
Term Loan Lender” shall have the
meaning provided in Section ‎2.14(a).


 


“Incremental
Term Loan Maturity Date” shall mean
the date on which an Incremental Term Loan matures.


 


“New
Term Loan Repayment Amount” shall
have the meaning provided in Section 2.5(c).


 


“incur”
shall have the meaning provided in Section 10.1.


 


“Indebtedness”
shall mean, with respect to any Person, (i) any indebtedness (including principal and premium) of such Person, whether or not contingent
(a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures, or similar instruments or letters of credit or
bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof), (c) representing the balance
deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), or (d) representing any Hedging
Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would
appear as a net liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided
that Indebtedness of any direct or indirect parent company appearing upon the balance sheet of Holdings solely by reason of push down
accounting under GAAP shall be excluded, (ii) to the extent not otherwise included, any obligation by such Person to be liable for,
or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (i) of another Person
(whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable
instruments for collection in the ordinary course of business, and (iii) to the extent not otherwise included, the obligations of
the type referred to in clause (i) of another Person secured by a Lien on any asset owned by such Person, whether or not such
Indebtedness is assumed by such Person provided that notwithstanding the foregoing, Indebtedness shall be deemed not to include
(1) unsecured Contingent Obligations incurred in the ordinary course of business and which are not in respect of Indebtedness for
borrowed money or Capitalized Lease Obligations, (2) obligations under or in respect of Receivables Facilities, (3) prepaid
or deferred revenue arising in the ordinary course of business, (4) purchase price holdbacks arising in the ordinary course of business
in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset,
(5) any balance that constitutes a trade payable or similar obligation to a trade creditor either (x) accrued in the ordinary
course of business and not overdue for more than 120 days or (y) being contested in good faith by Holdings or any of its Subsidiaries,
(6) any earn-out obligation until such obligation, within 60 days of becoming due and payable, has not been paid and such obligation
is reflected as a liability on the balance sheet of such Person in accordance with GAAP or (7) any Qualified PECs. The amount of
Indebtedness of any Person for purposes of clause (iii) above shall (unless such Indebtedness has been assumed by such Person)
be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the Fair Market Value of
the property encumbered thereby as determined by such Person in good faith.


 






    	 	33	 



     


    

 


“Indemnified Liabilities”
shall have the meaning provided in Section 13.5(b).


 


“Indemnified Persons”
shall have the meaning provided in Section 13.5(b).


 


“Indemnified Taxes”
shall mean (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment by or on account of any obligation
of any Credit Party hereunder or under any other Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Initial Maturity
Date” shall mean, with respect to the Initial Term Loans, the earlier of (a) December 27, 2024 and (b) the date
on which the Obligations become due and payable pursuant to this Agreement, whether by acceleration or otherwise.


 


“Initial Term Loans”
shall mean the Rolled Up Term Loans and the New Money Term Loans.


 


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


 


“Intellectual Property”
shall mean all U.S. and non-U.S. intellectual property in all jurisdictions throughout the world, including all (i) (a) patents;
(b) copyrights and copyrightable works; (c) trademarks, service marks, trade names, logos, trade dress, and other indicia of
origin; (d) trade secrets and know how; and (e) all other intellectual property rights in inventions, processes, developments,
technology, software (both in source code and/or object code form), graphics, advertising materials, labels, package designs, website
content, photographs, designs, data and databases and confidential, proprietary or non-public information; and, in each case, (a)–(e),
including all registrations and applications to register the foregoing; and (ii) all rights, priorities and privileges related thereto
and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds
(including in the form of royalty or settlement payments) therefrom.


 


“Intercompany Note”
shall mean the intercompany promissory note dated as of the Closing Date substantially in the form of Exhibit I delivered
to the Administrative Agent.


 


“Intercreditor Agreement”
means the Intercreditor and Collateral Agency Agreement, dated as of the date hereof, by and among the Administrative Agent, the Collateral
Agent, the Second Out Term Loan Administrative Agent, the Borrowers and each other Person party thereto from time to time.


 


“Interest Period”
shall mean, with respect to any Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.


 






    	 	34	 



     


    

 


“Investment”
shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances, or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel,
and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests, or other securities issued by any other Person and investments that are required
by GAAP to be classified on the balance sheet (excluding the footnotes) of Holdings in the same manner as the other investments included
in this definition to the extent such transactions involve the transfer of cash or other property.


 


The amount of any Investment
outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return
of capital, repayment, or other amount received by any Credit Party or any of its Subsidiaries in respect of such Investment to the extent
permitted under this Agreement (provided that, with respect to amounts received other than in the form of Cash Equivalents, such
amount shall be equal to the Fair Market Value of such consideration).


 


“Investment Grade
Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, or an equivalent rating by any other nationally recognized statistical rating organization.


 


“Investment Grade
Securities” shall mean:


 


(i)            securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than
Cash Equivalents),


 


(ii)           debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or
advances among the Credit Parties and their Subsidiaries,


 


(iii)        investments
in any fund that invest at least 90% in investments of the type described in clauses (i) and (ii) which fund may
also hold immaterial amounts of cash pending investment or distribution, and


 


(iv)            corresponding
instruments in countries other than the United States customarily utilized for high-quality investments.


 


“Irish Debenture”
shall mean the debenture governed by the laws of Ireland, executed by any Foreign Credit Party incorporated in Ireland or holding assets
in Ireland in form and substance reasonably satisfactory to the Required Lenders (which approval of the Required Lenders may be communicated
via an email from the Lender Advisor), the Collateral Agent and the Borrowers.


 


“Irish Obligors”
shall mean Pointwell Limited, Skillsoft Limited, Skillsoft Ireland Limited, Thirdforce Group Limited, SSI Investments I Limited, SSI Investments
II Limited and SSI Investments III Limited.


 


“Irish Security Documents”
shall mean the Irish Debenture and the Irish Share Charge and Security Assignment.


 


“Irish Share Charge
and Security Assignment” shall mean the share charge and security assignment governed by the laws of Ireland, to be executed
by any Credit Party (other than an Irish Obligor) that holds shares in an Irish Obligor or that is owed a debt by an Irish Obligor in
form and substance satisfactory to the Required Lenders (which satisfaction of the Required Lenders may be communicated via an email from
the Lender Advisor), the Collateral Agent and the Borrowers.


 






    	 	35	 



     


    

 


“Joinder Agreement”
shall mean an agreement substantially in the form of Exhibit A (as
may be revised in accordance with (or to conform to) the provisions of Section 2.14).


 


“Judgment Currency”
shall have the meaning provided in Section 13.19.


 


“Junior Debt”
shall mean any Indebtedness in respect of (i) Indebtedness that is secured by a Lien on the Collateral that is expressly junior to
those securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Required Lenders,
the Administrative Agent and the Collateral Agent and (iii)ii) Indebtedness
of the Borrowers or any other Guarantor that is by its terms subordinated in right of payment to the obligations of the Borrowers, or
such Guarantor, as applicable, under this Agreement or the Guarantee, as applicable, pursuant to a subordination agreement or subordination
terms in form and substance reasonably satisfactory to the Required Lenders, the Collateral Agent and the Administrative Agent.


 


“Junior
Lien Intercreditor Agreement” shall mean with respect to any Liens on Collateral that are intended to be junior to the Liens on
the Collateral securing the Obligations, an intercreditor agreement substantially in the form of Exhibit N (or changes to such agreement
(x) that are posted to the Lenders (including through a website maintained by the Borrower), and not objected to in writing by the
Required Lenders within five (5) business days of posting thereof and (y) to the extent such changes affect the rights or obligations
of the Collateral Agent or the Administrative Agent, that are reasonably
satisfactory to the Collateral Agent and Administrative Agent).


 


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


 


“Legal Reservations”
shall mean (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court
and principles of good faith and fair dealing, (b) applicable Debtor Relief Laws, (c) the existence of timing limitations with
respect to the bringing of claims under applicable limitation laws and the defenses of acquiescence, set-off or counterclaim and the possibility
that an undertaking to assume liability for, or to indemnify a Person against, non-payment of stamp duty may be void, (d) the principle
that in certain jurisdictions and under certain circumstances a Lien granted by way of fixed charge may be re-characterized as a floating
charge or that security purported to be constituted as an assignment may be re-characterized as a charge, (e) the principle that
additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty or
considered to be interest and thus void, (f) the principle that may prohibit restrictions in relation to a voluntary prepayment of
loans bearing floating rates of interest and may restrict charging prepayment fees for a voluntary prepayment of such loans, (g) the
principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant, (h) the principle
that the creation or purported creation of collateral over any contract or agreement which is subject to a prohibition on transfer, assignment
or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which security has purportedly
been created, (i) similar principles, rights and defenses under the laws of any relevant jurisdiction and (j) any other matters
which are set out as qualifications or reservations as to matters of law of general application in the legal opinions under this Agreement


 


“Lender”
shall have the meaning provided in the preamble to this Agreement.


 


“Lender Advisor”
shall mean Gibson, Dunn & Crutcher LLP, as counsel, and such other firm appointed on behalf of, collectively, the Required Lenders.


 






    	 	36	 



     


    

 


“Lender Default”
shall mean (i) the refusal or failure of any Lender to make available its portion of any incurrence of Loans, which refusal or failure
is not cured within one business day after the date of such refusal or failure, unless such Lender notifies the Administrative Agent in
writing that such refusal or failure is the result of such Lender’s good faith determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has
not been satisfied, (ii) the failure of any Lender to pay over to the Administrative Agent or any other Lender any other amount required
to be paid by it hereunder within one business day of the date when due, unless the subject of a good faith dispute, (iii) a Lender
has notified, in writing, any Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations
under this Agreement or has made a public statement to that effect with respect to its funding obligations under this Agreement or a Lender
has publicly announced that it does not intend to comply with its funding obligations under other loan agreements, credit agreements or
similar facilities generally, (iv) a Lender has failed to comply with its funding obligations under this Agreement or (v) a
Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress
Event.


 


“Lender-Related Distress
Event” shall mean, with respect to any Lender or any other Person that directly or indirectly controls such Lender (each, a
 “Distressed Person”), a voluntary or involuntary case with respect to such Distressed Person under any debt relief
law, or a custodian, conservator, administrator, administrative receiver, receiver, receiver and manager, trustee or similar official
is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person, or
any Person that directly or indirectly controls such Distressed Person or is subject to a forced liquidation or such Distressed Person
makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having
regulatory authority over such Distressed Person to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall
not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any Person that
directly or indirectly controls such Lender by a governmental authority or an instrumentality thereof.


 


“LIBOR”
shall have the meaning provided in the definition of Eurocurrency Rate.


 


“Lien”
shall mean with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference, priority, or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional
sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction; provided
that in no event shall an operating lease or a license to Intellectual Property be deemed to constitute a Lien.


 


“Limited
Condition Acquisition” shall mean any acquisition by one or more of the Parent Borrower and its Subsidiaries of any assets, business
or Person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on
obtaining, third party financing.


 


“Loan”
shall mean any Term Loan.


 


“Luxembourg”
shall mean the Grand Duchy of Luxembourg.


 


“Market
Capitalization” shall mean an amount equal to (i) the total number of issued and outstanding shares of common (or common equivalent)
Equity Interests of Holdings, the Parent Borrower or relevant Parent Entity, whose Equity Interests are issued or traded on a public exchange
(the “IPO Entity”) on the date of the declaration or making of the relevant Restricted Payment multiplied by (ii) the
arithmetic mean of the closing prices per share of the common (or common equivalent) Equity Interests for the 30 consecutive trading days
immediately preceding the date of declaration or making of such Restricted Payment.


 






    	 	37	 



     


    

 


“Master Agreement”
shall have the meaning provided in the definition of the term “Hedge Agreement.”


 


“Material Adverse
Effect” shall mean a material adverse effect on (a) the business, assets, operations,
properties, or condition (financial or otherwise) of Holdings and its Subsidiaries,
taken as a whole (excluding, in the case of (a) and (c) below,
(i) any matters publicly disclosed in writing or disclosed to the Administrative Agent and the
Lenders in writing prior to the filing
of the Chapter 11 Cases, (ii) any matters disclosed in the schedules hereto, (iii) any matters disclosed in any first day pleadings
or declarations, (iv) the filing of the Chapter 11 Cases, the events and conditions related and/or leading up thereto, the announcement
thereof and the effects thereof and any action required to be taken under the Credit Documents, (v) the Exit Transactions and (vi) any
defaults under agreements as a result of the Chapter 11 Cases that are stayed by the Bankruptcy Court)[reserved],
(b) the ability of the Credit Parties, taken as a whole, to perform any of its obligations under this Agreement or any of the other
Credit Documents, (c) the Collateral (taken as a whole) or the Collateral Agent’s Liens (on behalf of itself and the other
Secured Parties) (taken as a whole) or (d) the rights of, benefits available to, or remedies of the Agents or the Lenders under any
of the Credit Documents.


 


“Material Subsidiary”
shall mean, at any date of determination, each Subsidiary (i) whose total assets at the last day of the Test Period ending on the
last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 6.00%
of the Consolidated Total Assets of Holdings and its Subsidiaries at such date or (ii) whose revenues during such Test Period were
equal to or greater than 6.00% of the consolidated revenues of the Parent Borrower and the Subsidiaries for such period, in each case
determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Subsidiaries that
are not Material Subsidiaries and otherwise not Excluded Subsidiaries
have, in the aggregate, (a) total assets at the last day of such Test Period equal to or greater than 6.00% of the Consolidated Total
Assets of Holdings and its Subsidiaries at such date or (b) revenues during such Test Period equal to or greater than 6.00% of the
consolidated revenues of Holdings and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent
Borrower shall, on the date on which financial statements for such quarter are delivered pursuant to this Agreement, designate in writing
to the Administrative Agent one or more of such Subsidiaries as Material Subsidiaries for each fiscal period until this proviso is no
longer applicable.


 


“Maturity Date”
shall mean the Initial Maturity Date or the IncrementalNew
Term Loan Maturity Date, as applicable.


 






    	 	38	 



     


    

 


“Maximum Incremental
Facilities Amount” shall mean $15,000,000.,
at any date of determination, (i) the amount such that, after giving effect to the incurrence of such amount the Parent Borrower
would be in compliance on a Pro Forma Basis (including any adjustments required by such definition as a result of a contemplated Permitted
Acquisition or Investment and, only in the case of a simultaneous incurrence of the maximum amount permitted to be incurred under this
clause (i) on the date of such incurrence together with an incurrence in reliance on clause (ii) below on such date, without
giving pro forma effect to such simultaneous incurrence in reliance on clause (ii) below) with (x) in the case of Indebtedness
that is secured by the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, if the Consolidated
First Lien Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such incurrence and the
application of proceeds thereof, is equal to or less than
5.00:1.00 (or if incurred in connection with an acquisition,
merger, consolidation or designation, the Consolidated First Lien Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed
the greater of (I) the Consolidated First Lien Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation
or designation and (II) 5.00:1.00), (y) in the case of Indebtedness that is secured by the Collateral on a junior basis to the
Obligations, if the Consolidated Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such
incurrence and the application of proceeds thereof, is equal to or less than 5.50:1.00 (or if incurred in connection with an acquisition,
merger, consolidation or designation, the Consolidated Secured Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed
the greater of (I) the Consolidated Secured Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation
or designation and (II) 5.50:1.00) and (z) in the case of Indebtedness that is unsecured or not secured by a lien on the Collateral,
if the Consolidated Total Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such incurrence and
the application of proceeds thereof, is equal to or less than 5.75:1.00 (or if incurred in connection with an acquisition, merger, consolidation
or designation, the Consolidated Total Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the
Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or designation and (II) 5.75:1.00),
plus (ii) the sum of (a) the greater of $150,000,000 and 100% of Consolidated EBITDA for the most recently ended Test
Period (calculated on a Pro Forma Basis) (less the Second Out Base Incremental Amount), (b) the aggregate amount of voluntary prepayments
of Loans (including purchases of the Loans by the Parent Borrower and its Subsidiaries at or below par, in which case the amount of voluntary
prepayments of Loans shall be deemed not to exceed the actual purchase price of such Loans below par) (and in the case of any Loans that
are not Term Loans, a corresponding commitment reduction), in
each case, other than from proceeds of the incurrence of
long-term Indebtedness, and (c) without duplication of clause (b),
in the case of Incremental Loans the effect of which is to
effectively extend the maturity of the Term Loans or the Revolving Credit Commitments, an amount equal to the reductions in the Term Loans
or Revolving Credit Commitments to be replaced by such Incremental Loans, minus (iii) the sum of (a) the aggregate principal
amount of New Loan Commitments incurred pursuant to Section 2.14(a) prior to such date and (b) the aggregate principal
amount of Permitted Other Indebtedness issued or incurred (including any unused commitments obtained) pursuant to Section 10.1(x)(i)(a) prior
to such date.


 


“MFN
Protection” has the meaning set forth in Section 2.14(d).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.


 


“Mortgage”
shall mean a mortgage, deed of trust, deed to secure debt, trust deed, or other security document entered into by the owner of a Mortgaged
Property and the Collateral Agent for the benefit of the Secured Parties and the secured parties under the Second Out Term Loan Credit
Agreement in respect of that Mortgaged Property to secure the Obligations, in form and substance reasonably satisfactory to the Required
Lenders (which satisfaction of the Required Lenders may be communicated via an email from the Lender Advisor), the Collateral Agent and
the Borrowers, together with such terms and provisions as may be required by local laws, as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time.


 


“Mortgaged Property”
shall mean, initially, each parcel of real estate and the improvements thereto owned in fee by a Credit Party, and each other parcel of
real property and improvements thereto with respect to which a Mortgage is granted pursuant to Sections 9.11 and 9.14.


 






    	 	39	 



     


    

 


“Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Credit Party or ERISA Affiliate makes
or is obligated to make contributions, or during the five preceding calendar years, has made or been obligated to make contributions.


 


“Net Cash Proceeds”
shall mean, with respect to any Prepayment Event and any incurrence of Permitted
Other Indebtedness, (i) the gross cash
proceeds (including payments from time to time in respect of installment obligations, if applicable, but only as and when received) received
by or on behalf of any Credit Party in respect of a Prepayment Event (including (x) in the case of a casualty, insurance proceeds
and (y) in the case of a condemnation or similar event, condemnation awards and similar payments), as the case may be or
incurrence of Permitted Other Indebtedness, less (ii) the sum of, without duplication:


 


(a)            the
amount, if any, of all taxes (including in connection with any repatriation of funds) paid or reasonably estimated to be payable by any
Credit Party in connection with such Prepayment Event or incurrence of Permitted
Other Indebtedness,


 


(b)            the
amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to
clause (a) above) (1) attributable to the assets that are the subject of such Prepayment Event and (2) retained
by any Credit Party; provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment
in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the date of such reduction,


 


(c)            the
amount of any Indebtedness (other than the Loans or Second Out Term Loans and
Permitted Other Indebtedness) secured by a Lien on the assets that are the subject of such Prepayment Event to the extent
that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation of such Prepayment
Event,


 


(d)            in
the case of any Asset Sale Prepayment Event or Casualty Event, the amount of any proceeds of such Prepayment Event that Holdings or any
Subsidiary has reinvested within the Reinvestment Period (or intends to reinvest within the Reinvestment Period or has entered into a
binding commitment prior to the last day of the Reinvestment Period to reinvest such proceeds no later
than 180 days following the last day of such Reinvestment Period) in the business of Holdings or any Credit
Partyof the Subsidiaries; provided
that any portion of such proceeds that has not been so reinvested within such Reinvestment Period (with respect to such Prepayment Event,
the “Deferred Net Cash Proceeds”) shall, unless Holdings or a Subsidiary has entered into a binding commitment prior
to the last day of such Reinvestment Period to so reinvest such proceeds no later than 180 days following the last day of such Reinvestment
Period, (1) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event occurring on the last day of such
Reinvestment Period or, if later, 180 days after the date Holdings or such Subsidiary has entered into such binding commitment, as applicable
(such last day or 180th day, as applicable, the “Deferred Net Cash Proceeds Payment Date”), and (2) be applied
to the repayment of Term Loans in accordance with Section 5.2(a)(i),


 


(e)            [reserved],


 


(f)          in
the case of any Asset Sale Prepayment Event, any funded escrow established pursuant to the documents evidencing any such sale or disposition
to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition; provided
that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any such liability)
shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the date of such reduction solely to the extent that any
Credit Party and/or any of its Subsidiaries receives cash in an amount equal to the amount of such reduction, and


 






    	 	40	 



     


    





 


(g)            all
reasonable and documented fees and out of pocket expenses paid by any
Credit Party to third partiesHoldings
or any Subsidiary in connection with such Prepayment Event (for the avoidance of doubt, including, (1) in
the case of the issuance of Permitted Other Indebtedness, any fees, underwriting discounts, premiums, and other costs and expenses incurred
in connection with such issuance and (2) attorney’s fees, investment banking fees, survey costs, title insurance
premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions,
other customary expenses, and brokerage, consultant, accountant, and other customary fees),


 


in each case only to the extent
not already deducted in arriving at the amount referred to in clause (i) above.


 


“New
Loan Commitments” shall have the meaning provided
in Section 2.14(a).


 


“New Money Commitment”
shall mean, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on
Schedule 1.1(b) under the caption “New Money Commitment” as such Lender’s New Money Commitment. The aggregate
amount of the New Money Commitments as of the Closing Date is $50,000,000.


 


“New
Revolving Credit Commitments” shall have the meaning provided in Section 2.14(a).


 


“New
Revolving Credit Loan” shall have the meaning provided in Section 2.14(b).


 


“New
Revolving Loan Lender” shall have the meaning provided in Section 2.14(b).


 


“New
Term Loan” shall have the meaning provided in Section 2.14(c).


 


“New
Term Loan Commitments” shall have the meaning provided in Section 2.14(a).


 


“New
Term Loan Lender” shall have the meaning provided in Section 2.14(c).


 


“New
Term Loan Maturity Date” shall mean the date on which a
New Term Loan matures.


 


“New Money Term Loans”
shall have the meaning set forth in Section 2.1(a).


 


“Non-Bank Tax Certificate”
shall have the meaning provided in Section 5.4(e)(ii)(B)(3).


 


“Non-Defaulting Lender”
shall mean and include each Lender other than a Defaulting Lender.


 


“Non-U.S. Lender”
shall mean any Lender that is not a U.S. Person.


 


“Notice of Borrowing”
shall have the meaning provided in Section 2.3.


 


“Notice of Conversion
or Continuation” shall have the meaning provided in Section 2.6(a).


 


“Obligations”
shall mean all advances to, and debts, liabilities, obligations, covenants, and duties of, any Credit Party arising under any Credit Document
or otherwise with respect to Loans or under any Secured Cash Management Agreement, Secured Hedge Agreement (other than with respect to
any Credit Party’s obligations that constitute Excluded Swap Obligations solely with respect to such Credit Party), in each case,
entered into with any Credit Party or any of its Subsidiaries, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees and premiums (including
the Applicable Premium) that accrue after the commencement by or against any Credit Party or any Affiliate thereof of
any proceeding under any bankruptcy, examinership or insolvency law naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations
of the Credit Parties under the Credit Documents (and any of their Subsidiaries to the extent they have obligations under the Credit Documents)
include the obligation (including guarantee obligations) to pay principal, interest, charges, expenses, fees, premiums (including
the Applicable Premium), attorney costs, indemnities, and other amounts payable by any Credit Party under any Credit Document.


 






    41 


     


    

 


“OFAC Regulations”
shall have the meaning provided in Section 8.20(b).


 


“Other Connection
Taxes” means, with respect to any Lender, Taxes imposed as a result of a present or former connection between such Lender and
the jurisdiction imposing such Tax (other than connections arising from such Lender 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 


“Other Taxes”
shall mean all present or future stamp, registration, court or documentary Taxes or any other excise, intangible, mortgage recording,
filing or similar Taxes arising from any payment made hereunder or under any other Credit Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, this Agreement or any other Credit Document; provided that such term
shall not include (i) any Taxes that result from an assignment, grant of a participation pursuant to Section 13.6(c) or
transfer or assignment to or designation of a new lending office or other office for receiving payments under any Credit Document (“Assignment
Taxes”) to the extent such Assignment Taxes are imposed as a result of a connection between the assignor/participating Lender
and/or the assignee/Participant and the taxing jurisdiction (other than a connection arising solely from any Credit Documents or any transactions
contemplated thereunder), except to the extent that any such action described in this proviso is requested or required by any Borrower
or (ii) Excluded Taxes.


 


“Overnight Rate”
shall mean, for any day, the Federal Funds Effective Rate.


 


“Parent Borrower”
shall have the meaning provided in the preamble to this Agreement.


 


“Parent Entity”
shall mean any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership) of Holdings.


 


“Participant”
shall have the meaning provided in Section 13.6(c)(i).


 


“Participant Register”
shall have the meaning provided in Section 13.6(c)(ii).


 


“Participating Member
State” shall mean any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance
with legislation of the European Union relating to economic and monetary union.


 


“Patriot Act”
shall have the meaning provided in Section 13.18.


 






    42 


     


    

 


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


 


“Pension Plan”
shall mean any employee benefit pension plan (as defined in Section 3(2) of ERISA, but excluding any Multiemployer Plan) in
respect of which any Credit Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069
of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Perfection Requirements”
shall mean the making of appropriate registrations, filings or notifications with respect to the Collateral as contemplated by (x) any
legal opinion required to be delivered hereby or under the terms of any Credit Document, including the making of such filings and taking
of such other actions required to be taken thereby, (y) any applicable Credit Document or (z) pursuant to applicable Requirements
of Law (including the filing of appropriate financing statements with the office of the Secretary of State of the state of organization
of each U.S. Credit Party, registration of a Form C1 or 8E with the Irish Companies Registration Office and PPSA or other equivalent
financing statements in all other applicable jurisdictions, the filing of appropriate grants, assignments or notices with the U.S. Patent
and Trademark Office and the U.S. Copyright Office, as applicable, and other equivalent filings within the World Intellectual Property
Organization and in Ireland, Canada or the European Union, the proper recording or filing, as applicable, of Mortgages and fixture filings
with respect to any Real Estate not constituting Excluded Real Property and otherwise constituting Collateral and any other recordings,
filings, registrations, notifications or other actions required to be taken in any other jurisdiction), in each case in favor of the Collateral
Agent for the benefit of the Secured Parties and the delivery to the Collateral Agent of any stock certificate or promissory note required
to be delivered pursuant to the applicable Credit Documents.


 


“Permitted Acquisition”
shall mean any acquisition by Holdings or any Subsidiary, whether by purchase, merger, amalgamating, consolidation or otherwise, of all
or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Capital
Stock of any Person (but in any event including any Investment in (x) any Subsidiary which serves to increase Holdings’ or
any Subsidiary’s respective equity ownership in such Subsidiary or (y) any joint venture for the purpose of purchasing, any
or all of the interests of any joint venture partner in a manner that results in such joint venture becoming a subsidiary); provided
that:


 


(a)            such
assets, business line, unit, division or Person, as applicable shall be in a Similar Business;


 


(b)           (1) such
Person becomes a Subsidiary; or (2) such Person, in one transaction or a series of related transactions, is merged, consolidated,
or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Holdings or a Subsidiary,
and, in each case, any Investment held by such Person; provided that such Investment held by such Person was not acquired by such Person
in contemplation of such acquisition, merger, consolidation, or transfer; and in each case of clauses (1) and (2),
where applicable, the requirements of Sections 9.11 and 9.14 shall have been fully satisfied with respect to such acquired
assets or Person; provided that the aggregate amount
of “Permitted Acquisitions” with respect to Subsidiaries which are not Credit Parties shall not exceed $25,000,000;and


 


(c)            on
the date of execution of the purchase agreement in respect of such acquisition, no Event of Default shall have occurred and be continuing
or would result from the execution of such agreement and the consummation of such acquisition; and.


 


(d)          with
respect to a Permitted Acquisition in excess of $2,500,000, the Parent Borrower shall
have given at least 10 Business Days prior written notice to the Administrative Agent of such acquisition, accompanied by any then-current
drafts of the relevant acquisition documents.


 






    43 


     


    

 


“Permitted Investments”
shall mean:


 


(i)              any
Investment (x) in Holdings or any Credit Party and,
(y) made by any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;
and (z) by any Credit Party in any Subsidiary that
is not a Credit Party so long as, in the case of this clause (z), the aggregate
amount of any such Investments outstanding at any time
does not exceed the
greater of (i) $56,000,000 and (ii) 56.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro
Forma Basis);


 


(ii)             any
Investment in cash, Cash Equivalents, or Investment Grade Securities at the time such Investment is made;


 


(iii)           (a) any
Investments made in order to effectuate the Exit Transactions in accordance with the Approved Plan and (b) Permitted Acquisition;


 


(iv)           any
Investment in securities or other assets not constituting cash, Cash Equivalents, or Investment Grade Securities and received in connection
with an Asset Sale made pursuant to Section 10.4 or any other disposition of assets not constituting an Asset Sale;


 


(v)            (a) any
Investment existing on the Closing Date and, in each case, listed on Schedule 10.5 and (b) Investments consisting of any modification,
replacement, renewal, reinvestment, or extension of any such Investment; provided that the amount of any such Investment is not
increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as in effect on the Closing
Date (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which
is payable in kind in accordance with the terms of such modified, extended, renewed, or replaced Investment) and premium payable by the
terms of such Indebtedness thereon and fees and expenses associated therewith as of the Closing Date;


 


(vi)           any
Investment acquired by Holdings or any Subsidiary (a) in exchange for any other Investment or accounts receivable held by Holdings
or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization, or recapitalization of such other Investment
or accounts receivable or (b) as a result of a foreclosure by Holdings or any Subsidiary with respect to any secured Investment or
other transfer of title with respect to any secured Investment in default;


 


(vii)          Hedging
Obligations permitted under clause (j) of Section 10.1 and Cash Management Services;


 


(viii)         Investments
the payment for which consists of Equity Interests of Holdings or any direct or indirect parent company of Holdings (exclusive of Disqualified
Stock);


 


(ix)            guarantees
of Indebtedness permitted under Section 10.1;


 


(x)             Investments
consisting of purchases and acquisitions of inventory, supplies, material, equipment, or other similar assets in the ordinary course of
business;


 


(xi)            additional
Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xi) that
are at that time outstanding, not to exceed (a) the greater of (1) $35,000,000
and (2) 36% of Consolidated EBITDA for the most recently ended Test
Period (calculated on a Pro Forma Basis) (with the Fair Market Value of each Investment being measured at the time made and without giving
effect to subsequent changes in value) plus (b) the portion, if any, of the Available Amount on the date of such election that the
Borrower elects to apply to this subsection (b) (with the Fair Market Value of each Investment being measured at the
time made and without giving effect to subsequent changes in value);


 






    44 


     


    

 


(xii)           Investments
relating to any Receivables Subsidiary that, in the good faith determination of the board of directors of the Parent Borrower, are necessary
or advisable to effect a Receivables Facility or any repurchases in connection therewith;


 


(xiii)          loans
and advances to officers, directors, managers, and employees for business related travel expenses, moving expenses, and other similar
expenses, in each case incurred in the ordinary course of business or consistent with past practices;


 


(xiv)          Investments
consisting of extensions of trade credit in the ordinary course of business;


 


(xv)           Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform
Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;


 


(xvi)          Investments
made in the ordinary course of business in connection with obtaining, maintaining or renewing client, franchisee and customer contracts
and loans or advances made to, and guarantees with respect to obligations of franchisees, distributors, suppliers, licensors and licensees
in the ordinary course of business; and


 


(xvii)         the
licensing and contribution of Intellectual Property pursuant to joint  marketing arrangements with other Persons, in the ordinary
course of business.;


 


(xviii)       any
Investment in a Similar Business having an aggregate fair
market value, taken together with all other Investments made
pursuant to this clause (xviii) that are at that time outstanding, not
to exceed the greater of (1) $35,000,000 and (2) 35%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) (with the Fair Market Value of each Investment
being measured at the time made and without giving effect to subsequent changes in value);


 


(xix)         advances
to, or guarantees of Indebtedness of, employees not in excess
of the greater of (a) $7,500,000 and (b) 7.50%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis); and


 


(xx)           other
Investments; provided that after giving Pro Forma Effect to such Investments, the Consolidated Total Debt to Consolidated EBITDA
Ratio is equal to or less than 3.50:1.00.


 


“Permitted Liens”
shall mean, with respect to any Person:


 


(i)              pledges
or deposits by such Person under workmen’s compensation laws, unemployment insurance laws, or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness), or leases to which such Person is a
party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety
or appeal bonds to which such Person is a party, or deposits as security for the payment of rent or deposits made to secure obligations
arising from contractual or warranty refunds, in each case incurred in the ordinary course of business;


 






    45 


     


    

 


(ii)             Liens
imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, builders’ and mechanics’
Liens, in each case for sums not yet overdue for a period of more than 60 days or being contested in good faith by appropriate proceedings
or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with
an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance
with GAAP;


 


(iii)            Liens
for taxes, assessments, or other governmental charges not yet overdue for a period of more than 60 days or which are being contested in
good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such
Person in accordance with GAAP or are not required to be paid pursuant to Section 8.11, or for property taxes on property
that Holdings or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy, or claim
is to such property and such property is no longer used or useful in the business of Holdings or its Subsidiaries;


 


(iv)           Liens
in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal, or similar bonds or with respect to other regulatory
requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant
to the request of and for the account of such Person in the ordinary course of its business;


 


(v)            minor
survey exceptions, minor encumbrances, ground leases, easements, or reservations of, or rights of others for, licenses, rights-of-way,
servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines, and other similar
purposes, or zoning, building codes, or other restrictions (including, without limitation, minor defects or irregularities in title and
similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership
of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect
the value of said properties or materially impair their use in the operation of the business of such Person;


 


(vi)           Liens
securing Indebtedness permitted to be outstanding pursuant to clause (a), (b), (d), (n) or,
(r), (w) or (x) of Section 10.1; provided
that, (a) in the case of clause (d) of Section 10.1, such Lien may not extend to any property or equipment
(or assets affixed or appurtenant thereto) other than the property or equipment being financed or refinanced under such clause (d) of
Section 10.1, replacements of such property, equipment or assets, and additions and accessions and in the case of multiple
financings of equipment provided by any lender, other equipment financed by such lender; (b) in the case of clause (r) of
Section 10.1, such Lien may not extend to any assets other than the assets owned by the Subsidiaries incurring such Indebtedness;
and (c) in the case of clause (n) of Section 10.1,
such Indebtedness shall be Junior Debt; Liens securing Permitted
Other Indebtedness Obligations that constitute First Lien Obligations pursuant
to this clause (vi), the applicable Permitted Other Indebtedness
Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions
not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and in
the case of the issuance of Permitted Other Indebtedness secured by Liens on the Collateral, the Collateral Agent, the Administrative
Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the Intercreditor
Agreement, the Junior Lien Intercreditor Agreement and/or other Acceptable Intercreditor Agreement, as applicable;


 






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(vii)          Liens
existing on the Closing Date and set forth on Schedule 10.2, and, in each case, any modifications, replacements, renewals, or extensions
thereof that do not increase the outstanding amount of Indebtedness or other obligations secured by such Liens;


 


(viii)         Liens
on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided such Liens are not created or
incurred in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided, further, however,
that such Liens may not extend to any other property owned by Holdings or any Subsidiary (other than, with respect to such Person, any
replacements of such property or assets and additions and accessions thereto, after-acquired property subject to a Lien securing Indebtedness
and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant
to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary
security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed
by such lender, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would
not have applied but for such acquisition);


 


(ix)            Liens
on property at the time Holdings or a Subsidiary acquired the property, including any acquisition by means of a merger or consolidation
with or into Holdings or any Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation
of, such acquisition, merger, consolidation, or designation; provided, further, however, that such Liens may not
extend to any other property owned by Holdings or any Subsidiary (other than, with respect to such property, any replacements of such
property or assets and additions and accessions thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations
incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms
at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect
thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, it being
understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but
for such acquisition);


 


(x)             Liens
securing (x) Indebtedness or other obligations of a
Subsidiary owing to Holdings or another Credit Party or (y) Indebtedness
or other obligations of a Subsidiary that is not a Credit Party, in each case of clauses (x) and (y), which Indebtedness is
permitted to be incurred in accordance with Section 10.1;


 


(xi)            Liens
securing Hedging Obligations and Cash Management Services so long as the related Indebtedness is entered into in the ordinary course of
business, and is otherwise permitted hereunder to be, secured by a Lien on the same property securing such Hedging Obligations and Cash
Management Services;


 


(xii)           Liens
on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’
acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other
goods;


 


(xiii)          leases,
subleases, licenses, or sublicenses (including of Intellectual Property) granted to others in the ordinary course of business which do
not materially interfere with the ordinary conduct of the business of Holdings or any Subsidiary and do not secure any Indebtedness;


 


(xiv)         Liens
arising from financing statement filings or registrations regarding operating leases or consignments entered into by Holdings or any Subsidiary
in the ordinary course of business;


 


(xv)            Liens
in favor of Holdings, the Borrowers, or any other Guarantor;


 






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(xvi)         Liens
on equipment of Holdings or any Subsidiary granted in the ordinary course of business to Holdings’ or such Subsidiary’s client
at which such equipment is located;


 


(xvii)         Liens
on accounts receivable and related assets incurred in connection with a Receivables Facility;


 


(xviii)        Liens
to secure any refinancing, refunding, extension, renewal, or replacement (or successive refinancing, refunding, extensions, renewals,
or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (vi), (vii), (viii),
(ix), (x), and (xv) of this definition of Permitted Liens; provided that (a) such new Lien shall
be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness
secured by such Lien at such time is not increased to any amount greater than the sum of (1) the outstanding principal amount or,
if greater, committed amount of the Indebtedness described under clauses (vi), (vii), (viii), (ix), (x),
and (xv) at the time the original Lien became a Permitted Lien under this Agreement, and (2) an amount necessary to pay
any fees and expenses, including premiums and accrued and unpaid interest, related to such refinancing, refunding, extension, renewal,
or replacement;


 


(xix)         deposits
made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary
course of business;


 


(xx)           other
Liens securing obligations which do not exceed $20,000,000the
greater of (1) $75,000,000 and (2) 75.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro
Forma Basis) at the time of the incurrence of such Lien;


 


(xxi)          Liens
securing judgments for the payment of money not constituting an Event of Default under Section 11.1(j);


 


(xxii)         Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 


(xxiii)        Liens
(a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision
on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred
in the ordinary course of business, and (c) in favor of banking or other financial institutions or other electronic payment service
providers arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters
customary in the banking or finance industry;


 


(xxiv)        Liens
in favor of Canadian Pension Plans for contributions that are not due and payable;


 


(xxv)         Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(xxvi)        Liens
that are contractual rights of set-off (a) relating to the establishment of depository relations with banks not given in connection
with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of Holdings or any of the Subsidiaries to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings and the Subsidiaries, or (c) relating
to purchase orders and other agreements entered into by Holdings or any of the Subsidiaries in the ordinary course of business;


 






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(xxvii)       Liens
(a) solely on any cash earnest money deposits made by Holdings or any of the Subsidiaries in connection with any letter of intent
or purchase agreement permitted under this Agreement or (b) consisting of an agreement to dispose of any property pursuant to a disposition
permitted hereunder;


 



(xxviii)      rights
reserved or vested in any Person by the terms of any lease, license, franchise, grant, or permit held by Holdings or any of the Subsidiaries
or by a statutory provision, to terminate any such lease, license, franchise, grant, or permit, or to require annual or periodic payments
as a condition to the continuance thereof;


 


(xxix)         restrictive
covenants affecting the use to which real property may be put; provided that the covenants are complied with;


 


(xxx)         security
given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with
the operations of that Person in the ordinary course of business;


 


(xxxi)        zoning
by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements, and contract zoning
agreements;


 


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


 


(xxxiii)       Liens
arising under the Security Documents;


 


(xxxiv)      Liens
on goods purchased in the ordinary course of business the purchase price of which is financed by a documentary letter of credit issued
for the account of Holdings, the Borrowers or any of their Subsidiaries;


 


(xxxv)       (a) Liens
on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor
is not an Affiliate of any partner to such joint venture and (b) purchase options, call, and similar rights of, and restrictions
for the benefit of, a third party with respect to Equity Interests held by Holdings or any Subsidiary in joint ventures;


 


(xxxvi)      Liens
on cash and Cash Equivalents that are earmarked to be used to satisfy or discharge Indebtedness; provided (a) such cash and/or
Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to the Person or Persons holding
the Indebtedness that is to be satisfied or discharged, (b) such Liens extend solely to the account in which such cash and/or Cash
Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness (or any agent or trustee for such
Person or Persons) that is to be satisfied or discharged, and (c) the satisfaction or discharge of such Indebtedness is expressly
permitted hereunder;


 


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


 


(xxxviii)    Liens securing
IndebtednessSecured Ratio
Debt permitted under Section 10.1(v) so long
as; provided that to the extent such Liens encumber any
portion of the Collateral and any such Indebtedness is Junior Debt and that
is pari passu or junior in right of security with respect to
the Obligations hereunder (x) in the case of subsequent
issuances of Secured Ratio Debt that are secured by Liens on the Collateral pari passu with the Liens on the Collateral securing the Obligations,
the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Intercreditor Agreement, the
Junior Lien Intercreditor Agreement and/or other Acceptable Intercreditor Agreement, as applicable, in accordance with the terms thereof
and (y) in the case of Secured Ratio Debt that is secured by Liens on the Collateral junior to the Liens on the Collateral securing
the Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such IndebtednessSecured
Ratio Debt shall have entered into an intercreditor agreement in form
and substance reasonably satisfactory to the Collateral Agent and the
Junior Lien Intercreditor Agreement; or, in each case, otherwise be subject to an Acceptable Intercreditor Agreement and each of
the Administrative Agent (at the Direction of the
Required Lenders) without any further consent of the Lenders, the Administrative Agent
and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties any intercreditor agreement contemplated
by this clause (xxxviii);


 






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(xxxix) Liens securing
Priority Obligations which do not exceed $1,000,000;


 


(xl) The reservations,
limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein;


 


(xli) receipt of progress
payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory
and proceeds thereof;


 


(xlii) Liens under extended
retention of title arrangements (verlängerter Eigentumsvorbehalt) under German law;


 


(xliii) Liens arising under
(x) the general terms and conditions of banks (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) in relation to accounts
in Germany and (y) the general terms and conditions of banks in relation to accounts in Belgium; and


 


(xliv) Liens secured indebtedness
incurred under clause (x) of Section 10.1 which are pari passu or junior to the Liens securing the Obligations
so long as the Collateral Agent, the Administrative Agent and the representative of the holders of such revolving Indebtedness shall have
entered into an Intercreditor Agreement; or, in each case, otherwise be subject to customary intercreditor
arrangements reasonably satisfactory to the Collateral Agent and the
Administrative Agent (at the Direction of the Required Lenders)an
Acceptable Intercreditor Agreement.


 


For purposes of this definition,
the term Indebtedness shall be deemed to include interest on such Indebtedness.


 


“Permitted
Other Indebtedness” shall mean subordinated or senior Indebtedness (which Indebtedness may (i) be unsecured or secured by assets
that do not constitute Collateral, (ii) have the same lien priority on the Collateral as the Obligations (without regard to control
of remedies); or (iii) be secured by a Lien on the Collateral ranking junior to the Lien on the Collateral securing the Obligations,
in each case issued or incurred by the Borrowers or other Guarantor, (a) the terms of which do not provide for any scheduled repayment,
mandatory repayment, or redemption or sinking fund obligations prior to, at the time of incurrence, the Latest Term Loan Maturity Date
(other than, in each case, customary offers or obligations to repurchase upon a change
of control, asset sale, or casualty or condemnation event,
AHYDO payments and customary acceleration rights after an event of default), (b) the covenants, taken as a whole, are (x) on
market terms or (y) not more restrictive to the Borrowers and the other Subsidiaries than those herein (taken as a whole) (except
for covenants applicable only to periods after the Latest Term Loan Maturity Date at the time of such refinancing) (it being understood
that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall
be required by the Administrative Agent or any of the Lenders if such financial or other maintenance covenant is also added for the benefit
of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or other provisions are substantially
similar to the existing terms of the Loans and Commitments (as reasonably determined by the Parent Borrower in good faith) (and such amendment
to add such more restrictive provision may be implemented by the Borrower without the consent of the Administrative Agent or any Lender)
and (2) if such terms and documentation, taken as a whole, are not more restrictive to the Borrowers and the other Subsidiaries than
those herein (taken as a whole) (except for covenants applicable only to periods after the Latest Term Loan Maturity Date at the time
of such refinancing), then such terms and documentation shall be deemed reasonably satisfactory to the Required Lenders; provided that
a certificate of an Authorized Officer of the Parent Borrower delivered to the Administrative Agent and
the Lenders at least five Business Days prior to the incurrence
of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts
of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and documentation
satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions and documentation satisfy the foregoing
requirement unless the Required Lenders notify the Parent Borrower in writing within two Business Days after receipt of such certificate
that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)), (c) of which
no Subsidiary of Holdings (other than a Borrower
or a Guarantor) is an obligor, and (d) that, if secured, is not secured by a lien on any assets other than the Collateral.


 






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“Permitted
Other Indebtedness Documents” shall mean any document or instrument (including any guarantee, security agreement, or mortgage and
which may include any or all of the Credit Documents) issued or executed and delivered with respect to any Permitted Other Indebtedness
by any Credit Party.


 


“Permitted
Other Indebtedness Obligations” shall mean, if any Permitted Other Indebtedness is issued or incurred, all advances to, and debts,
liabilities, obligations, covenants, and duties of, any Credit Party arising under any Permitted Other Indebtedness Document, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising,
and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding
under any bankruptcy, examinership or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding. Without limiting the generality of the
foregoing, the Permitted Other Indebtedness Obligations of
the applicable Credit Parties under the Permitted Other Indebtedness Documents (and any of their Subsidiaries to the extent they have
obligations under the Permitted Other Indebtedness Documents) include the obligation (including guarantee obligations) to pay principal,
interest, charges, expenses, fees, attorney costs, indemnities, and other amounts payable by any such Credit Party under any Permitted
Other Indebtedness Document.


 


“Permitted
Other Indebtedness Secured Parties” shall mean the holders from time to time of secured Permitted Other Indebtedness Obligations
(and any representative on their behalf).


 


“Permitted Sale Leaseback”
shall mean any Sale Leaseback consummated by Holdings or any of the Subsidiaries after the Closing Date; provided that (i) any
such Sale Leaseback not between Holdings and a Subsidiary is consummated for fair value as determined at the time of consummation in good
faith by Holdings or such Subsidiary, (ii) does not exceed $5,000,000 in the aggregate for all Permitted Sale Leasebacks and (iii) is
only with respect to real property or equipment of the Parent Borrower or its Subsidiaries.


 


“Person”
shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust, or other enterprise
or any Governmental Authority.


 






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“Petition Date”
shall have the meaning assigned to such term in the recitals of this Agreement.


 


“Plan”
shall mean, other than any Multiemployer Plan, any employee benefit plan (as defined in Section 3(3) of ERISA), including any
employee welfare benefit plan (as defined in Section 3(1) of ERISA), any employee pension benefit plan (as defined in Section 3(2) of
ERISA), and any plan which is both an employee welfare benefit plan and an employee pension benefit plan, and in respect of which any
Credit Party or any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4062 or Section 4069 of ERISA
be reasonably likely to be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Platform”
shall have the meaning provided in Section 13.17(a).


 


“PPSA”
shall mean the Personal Property Security Act (New Brunswick), as amended from time to time, together with all regulations made thereunder;
provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral
is governed by (i) a Personal Property Security Act as in effect in a Canadian jurisdiction other than New Brunswick or Quebec, or
(ii) the Civil Code of Quebec, then “PPSA” shall mean the Personal Property Security Act as in effect from time to time
in such other jurisdiction or the Civil Code of Quebec, as applicable.


 


“Prepayment Event”
shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event or Casualty Event.


 


“Pre-Petition Credit
Agreements” shall mean (i) that certain First Lien Credit Agreement dated April 28, 2014, among the U.S. Subsidiary
Borrower, the other borrowers party thereto, Wilmington Savings Fund Society, FSB (as successor in interest to Barclays Bank PLC), as
the administrative agent and collateral agent thereunder, the lenders party thereto, and the other parties thereto (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time through the Petition Date, the “Pre-Petition First
Lien Credit Agreement”) and (ii) that certain Second Lien Credit Agreement dated April 28, 2014, among the U.S. Subsidiary
Borrower, the other borrowers party thereto, Wilmington Savings Fund Society, FSB (as successor in interest to Barclays Bank PLC), as
the administrative agent and collateral agent thereunder, the lenders party thereto, and the other parties thereto (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time through the Petition Date, the “Pre-Petition Second
Lien Credit Agreement”).


 


“Pro
Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of Holdings, the
pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Parent Borrower
in good faith as a result of (i) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable
and factually supportable cost savings or (ii) any additional costs incurred during such Post-Acquisition Period, in each case in
connection with the combination of the operations of such Acquired Entity or Business with the operations of Holdings and the Subsidiaries;
provided that (a) at the election of the Parent Borrower, such Pro Forma Adjustment shall not be required to be determined for any
Acquired Entity or Business to the extent the aggregate consideration paid in connection with such acquisition was less than $15,000,000
and (b) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition
Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such
Consolidated EBITDA, as the case may be, that the applicable amount of such cost savings will be realizable during the entirety of such
Test Period, or the applicable amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period;
provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA,
as the case may be, for such Test Period.


 






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“Pro Forma Basis,”
 “Pro Forma Compliance,” and “Pro Forma Effect” shall mean, with respect to compliance with any test,
financial ratio, or covenant hereunder, that (i) to the extent applicable,
the Pro Forma Adjustment shall have been made and (ii) all Specified Transactions and the following transactions in
connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant:
(a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction,
(1) in the case of a sale, transfer, or other disposition of all or substantially all Capital Stock in any Subsidiary of Holdings
or any division, product line, or facility used for operations of Holdings or any of its Subsidiaries, shall be excluded, and (2) in
the case of a Permitted Acquisition or Investment described in the definition of Specified Transaction, shall be included, (b) any
retirement of Indebtedness, and (c) any incurrence or assumption of Indebtedness by Holdings or any of the Subsidiaries in connection
therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest
determined pursuant to Section 1.12); provided that, thewithout
limiting the application of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments
may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated
EBITDA and give effect to operating expense reductions that are (x)(1) directly attributable to such transaction, (2) expected
to have a continuing impact on Holdings, the Borrowers or any of the other Subsidiaries, and (3) factually supportable or
(y) otherwise consistent with the definition of Pro Forma Adjustment.


 


“Pro Forma Entity”
shall have the meaning provided in the definition of the term Acquired EBITDA.


 


“Priority Obligation”
shall mean any obligation that is secured by a Lien on any Collateral in favor of a Governmental Authority, which Lien pursuant to applicable
Requirement of Law ranks or is capable of ranking prior to or pari passu with the Liens thereon created by the applicable Security
Documents, including any such Lien securing amounts owing for wages, vacation pay, severance pay, employee deductions, sales tax, excise
tax, other Taxes, workers compensation, government royalties and stumpage or pension fund obligations.


 


“Prohibited Transaction”
shall have the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code.


 


“Public Company Costs”
shall mean costs relating to compliance with the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as applicable to companies with equity or debt securities held by the public, the rules of national securities
exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement,
costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’
insurance and other executive costs, legal and other professional fees, and listing fees.


 


“Purchase Money Indebtedness”
shall mean and include (i) Indebtedness for borrowed money (other than the Obligations or Second Out Term Loans) of any Credit Party
or Subsidiary thereof for the payment of all or any part of the purchase price of any equipment, real property or other fixed assets,
(ii) any Indebtedness for borrowed money (other than the Obligations or Second Out Term Loans) of any Borrower incurred at the time
of or within thirty (30) days prior to or thirty (30) days after the acquisition of any equipment, real property or other fixed assets
for the purpose of financing all or any part of the purchase price thereof (whether by means of a loan agreement, capitalized lease or
otherwise), and (iii) any renewals or extensions of the foregoing.


 






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“Qualified PECs”
of any Person shall mean the yield bearing preferred equity certificates, yield free preferred equity certificates or other preferred
equity certificates issued by Parent Borrower to Holdings (or any Parent Entity) or by Holdings or any Parent Entity on or prior to the
Closing Date to any other Parent Entity and any other substantially similar preferred equity certificates.


 


“Qualified Stock”
of any Person shall mean Capital Stock of such Person other than Disqualified Stock of such Person; provided that Qualified PECs
shall constitute Qualified Stock.


 


“Qualified Proceeds”
shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.


 


“Qualifying IPO”
means (i) the issuance by Holdings or any Parent Entity of its common Equity Interests in an underwritten primary public offering
(other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed
with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) any
Favored Sale.


 


“Real Estate”
shall have the meaning provided in Section 9.1(e).


 


“Receivables Facility”
shall mean the Credit Agreement (and related transaction documents) dated as of December 20, 2018 (and as amended on the Closing
Date), among Skillsoft Receivables Financing LLC, as borrower, the lenders from time to time party thereto and CIT Bank, N.A., as administrative
agent and collateral agent, as such facility may be further amended, restated, amended and restated, supplement or otherwise modified
from time to time.


 


“Receivables Fee”
shall mean distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest
issued or sold in connection with, and other fees paid to a Person that is not a Subsidiary in connection with, any Receivables Facility.


 


“Receivables Subsidiary”
shall mean any Subsidiary formed for the purpose of facilitating or entering into one or more Receivables Facilities, and in each case
engages only in activities reasonably related or incidental thereto or another Person formed for the purposes of engaging in a Receivables
Facility in which a Credit Party or any of its SubsidiarySubsidiaries
makes an Investment and to which a Credit Party or any of its SubsidiarySubsidiaries
transfers accounts receivables and related assets. On the Closing Date, Skillsoft Receivables Financing LLC is the only Receivables Subsidiary.


 


“Register”
shall have the meaning provided in Section 13.6(b)(iv).


 


“Regulation T”
shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin
requirements.


 


“Regulation U”
shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin
requirements.


 


“Regulation X”
shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin
requirements.


 






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“Reinvestment Period”
shall mean 270365
days following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event.


 


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


 


“Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees,
and advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management
or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.


 


“Release”
shall mean any release, spill, emission, discharge, disposal, escaping, leaking, pumping, pouring, dumping, emptying, injection, or leaching
into the environment.


 


“Reorganization”
shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.


 


“Reportable Event”
shall mean any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder,
with respect to a Pension Plan (other than a Pension Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code), other than those events as to which notice is waived pursuant
to DOL Reg. § 4043.


 


“Required Lenders”
shall mean, at any date, Non-Defaulting Lenders having or holding 50.1% of the sum of the outstanding principal amount of the Term Loans
(excluding Term Loans held by Defaulting Lenders) at such date.


 


“Requirement of Law”
shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person,
and any law, treaty, rule, or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.


 


“Resignation Effective
Date” shall have the meaning provided in Section 12.9(a).


 


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


 


“Restricted Investment”
shall mean an Investment other than a Permitted Investment.


 


“Restricted Payment”
shall have the meaning provided in Section 10.5.


 


“Rolled Up Term Loans”
shall mean the outstanding DIP Loans which are deemed made and outstanding hereunder on the Closing Date.


 


“Rolled Up Commitment”
shall mean, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on
Schedule 1.1(b) under the caption “Rolled Up Commitment” as such Lender’s Rolled Up Commitment. The aggregate
amount of the Rolled Up Commitments as of the Closing Date is $60,000,000.


 






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“S&P”
shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.


 


“Sale Leaseback”
shall mean any arrangement with any Person providing for the leasing by Holdings or any Subsidiary of any real or tangible personal property,
which property has been or is to be sold or transferred by any Credit Party or any of its Subsidiaries to such Person in contemplation
of such leasing.


 


“Sanction(s)”
shall mean any international economic sanction administered or enforced by the United States Government (including without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


“SEC” shall
mean the Securities and Exchange Commission or any successor thereto.


 


“Second
Out Base Incremental Amount”, as of any date, shall mean the sum of (i) the aggregate principal amount of New Loans and New
Loan Commitments (in each case, as defined in the Second Lien Credit Agreement) (including any unused commitments obtained) incurred in
reliance on clause (ii)(a) of the definition of “Maximum Incremental Facilities Amount” in the Second Lien Credit Agreement
and (ii) the aggregate principal amount of Permitted Other Indebtedness issued or incurred (including any unused commitment obtained)
pursuant to Section 10.1(x)(i)(a) incurred in reliance on clause (ii)(a) of the definition of “Maximum Incremental
Facilities Amount” in the Second Lien Credit Agreement on or prior to such date.


 


“Second Out Term
Loan Administrative Agent” shall mean Wilmington Savings Fund Society, FSB, as administrative agent under the Second Out Term
Credit Documents.


 


“Second Out Term
Loan Credit Agreement” shall mean the Second Out Term Loan Credit Agreement, dated as of the date hereof, among the Borrowers,
as borrowers, the Second Out Term Loan Lenders, and the Second Out Term Loan Administrative Agent and the Collateral Agent, as such document
may be amended, restated, supplemented, amended and restated, extended, renewed, refunded, replaced, refinanced, supplemented or otherwise
modified from time to time in accordance with the terms hereof.


 


“Second Out Term
Credit Documents” shall mean (i) the Second Out Term Loan Credit Agreement and the other “Credit Documents”
under and as defined in therein, as each such document may be amended, renewed, restated, supplemented or otherwise modified from time
to time or (ii) the “Second Out Credit Documents” as defined in (and in effect) at such time under the Intercreditor
Agreement.


 


“Second Out Term
Loan Facility” shall have the meaning assigned to such term in the recitals.


 


“Second Out Term
Loan Lenders” shall mean “Lenders” as defined in the Second Out Term Loan Credit Agreement.


 


“Second Out Term
Loans” shall mean “Loans” as defined in the Second Out Term Loan Credit Agreement.


 


“Section 9.1
Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or
(b)(i) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(d).


 


“Secured Cash Management
Agreement” shall mean any Cash Management Agreement that is entered into by and between Holdings, the Parent Borrower or any
of the Subsidiaries and any Cash Management Bank, which is specified in writing by the Parent Borrower to the Administrative Agent as
constituting a Secured Cash Management Agreement hereunder.


 






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“Secured Cash Management
Obligations” shall mean Obligations under Secured Cash Management Agreements.


 


“Secured Hedge Agreement”
shall mean any Hedge Agreement that is entered into by and between the applicable Borrower or any Subsidiary and any Hedge Bank, which
is specified in writing by the Parent Borrower to the Administrative Agent as constituting a “Secured Hedge Agreement” hereunder.
For purposes of the preceding sentence, the Parent Borrower may deliver one notice designating all Hedge Agreements entered into pursuant
to a specified Master Agreement as “Secured Hedge Agreements”.


 


“Secured Hedge Obligations”
shall mean Obligations under Secured Hedge Agreements.


 


“Secured Parties”
shall mean the Administrative Agent, the Collateral Agent and each Lender, in each case with respect to the Exit Facility, each Hedge
Bank that is party to any Secured Hedge Agreement with a Borrower or any Subsidiary, each Cash Management Bank that is party to a Secured
Cash Management Agreement with a Borrower or any Subsidiary and each sub-agent pursuant to Section 12.2 appointed by the Administrative
Agent with respect to matters relating to the Exit Facility or the Collateral Agent with respect to matters relating to any Security Document.


 


“Security Documents”
shall mean, collectively, the U.S. Pledge Agreement, the Foreign Pledge Agreements, the Irish Security Documents, the U.S. Security Agreement,
the Foreign Security Agreements, the Mortgages, and each other security agreement or other instrument or document executed and delivered
pursuant to Sections 9.11, 9.12 or 9.14 or pursuant to any other such Security Documents to secure the Obligations
or to govern the lien priorities of the holders of Liens on the Collateral.


 


“Similar Business”
shall mean any business conducted or proposed to be conducted by the Parent Borrower and the Subsidiaries on the Closing Date or any business
that is similar, reasonably related, synergistic, incidental, or ancillary thereto (collectively,
including any such person together with its subsidiaries that conducts such similar, reasonably related, synergistic, incidental or ancillary
business).


 


“Sold Entity or Business”
shall have the meaning provided in the definition of the term Consolidated EBITDA.


 


“Spot Rate”
for any currency shall mean the rate determined by the Administrative Agent consistent with its policies and procedures for obtaining
a spot rate for such currency with another currency.


 


“SPV” shall
have the meaning provided in Section 13.6(g).


 


“Stock Equivalents”
shall mean all securities convertible into or exchangeable for Capital Stock and all warrants, options, or other rights to purchase or
subscribe for any Capital Stock, whether or not presently convertible, exchangeable, or exercisable.


 


“Subsidiary”
of any Person shall mean and include (i) any corporation more than 50% of whose Capital Stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time
Capital Stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time owned by such Person directly or indirectly through Subsidiaries, (ii) any limited liability company, partnership,
association, joint venture, or other entity of which such Person directly or indirectly through Subsidiaries has more than a 50% equity
interest at the time or (iii)  in the case of any Credit Party incorporated in Ireland, any subsidiary of that Credit Party within
the meaning of Sections 7 and 8 of the Companies Act 2014 (as amended) of Ireland. Unless otherwise expressly provided, all references
herein to a Subsidiary shall mean a Subsidiary of Holdings.


 






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“Taxes”
shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings (including backup withholding),
fees, or other similar charges imposed by any Governmental Authority and any interest, fines, penalties, or additions to tax with respect
to the foregoing.


 


“Term Loans”
shall mean (i) the New Money Term Loans, (ii) the Rolled Up Term Loans and (iii) any IncrementalNew
Term Loans, in each case as the context may require.


 


“Test Period”
shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Parent Borrower then last ended and
for which Section 9.1 Financials shall have been delivered (or required to be delivered) to the Administrative Agent (or, before
the first delivery of Section 9.1 Financials, the most recent period of four fiscal quarters at the end of which financial statements
are available).


 


“Title Policy”
shall have the meaning provided in Section 9.14(c).


 


“Total Credit Exposure”
shall mean, at any date, the sum, without duplication, of (i) the aggregate Commitments of all Lenders at such date, and (ii) without
duplication of clause (i), the aggregate outstanding principal amount of all Term Loans at such date.


 


“Transaction Expenses”
shall mean any fees or expenses incurred or paid by the Credit Parties, or any of their Affiliates in connection with the Chapter 11 Cases,
the Canadian Recognition Proceeding, the Exit Transactions, this Agreement and the other Credit Documents and the transactions contemplated
hereby and thereby.


 


“Transferee”
shall have the meaning provided in Section 13.6(e).


 


“Type”
shall mean as to any Term Loan, its nature as an ABR Loan or a Eurocurrency Loan.


 


“UCC” shall
mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the
event that, by reason of any provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the
Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such
provisions.


 


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


 


“U.S. Credit Parties”
shall mean the U.S. Subsidiary Borrower and any other U.S. Subsidiaries that are Guarantors.


 


“U.S. Lender”
shall have the meaning provided in Section 5.4(e)(ii)(A).


 


“U.S. Person”
shall mean any Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 






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“U.S. Pledge Agreement”
shall mean the Pledge Agreement dated as of the Closing Date entered into by the U.S. Credit Parties party thereto, the other parties
party thereto and the Collateral Agent for the benefit of the Secured Parties and the secured parties under the Second Out Term Loan Credit
Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“U.S. Security Agreement”
shall mean the Security Agreement dated as of the Closing Date entered into by the U.S. Credit Parties party thereto, the other parties
party thereto and the Collateral Agent for the benefit of the Secured Parties and the secured parties under the Second Out Term Loan Credit
Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“U.S. Subsidiary”
shall mean any Subsidiary of Holdings that is organized under the laws of the United States, any state thereof, or the District of Columbia.


 


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


 


“Voting Stock”
shall mean, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election
of the board of directors of such Person.


 


“Wholly-Owned Subsidiary”
of any Person shall mean a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other
than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such
Person.


 


“Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Title IV of ERISA.


 


“Withholding Agent”
shall mean any Credit Party, the Administrative Agent and, in the case of any U.S. or Canadian federal withholding Tax, any other applicable
withholding agent.


 


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


 






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1.2            Other
Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in
such other Credit Document:


 


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


  


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


 


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


 


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


 


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


 


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


 


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


 


(h)            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.


 


(i)             All
references to “knowledge” or “awareness” of any Credit Party or any Subsidiary thereof means the actual knowledge
of an Authorized Officer of such Credit Party or such Subsidiary.


 


1.3            Accounting
Terms.


 


Except as expressly provided
herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP, applied in a consistent manner. If at any time any change in GAAP would affect the computation of any financial
ratio set forth in any Credit Document or any financial definition of any other provision of any Credit Document, and the Borrowers or
the Required Lenders shall so request, the Administrative Agent, the Required Lenders (which request may be communicated via email by
the Lender Advisor) and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to approval by the Required Lenders and the Borrowers); provided that, until so
amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change, and Borrowers shall provide
to the Administrative Agent and the Lenders within five days after delivery of each certificate or financial report required hereunder
that is affected thereby a written statement of a Financial Officer of the Parent Borrower setting forth in reasonable detail the differences
that would have resulted if such financial statements had been prepared without giving effect to such change. 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 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 Holdings or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to
any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in
a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount
thereof and (iii) without giving effect to any valuation of Indebtedness below its full stated principal amount as a result of application
of Financial Accounting Standards Board Accounting Standards Update No. 2015-03, it being agreed that such Indebtedness shall at
all times be valued at the full stated principal amount thereof. Notwithstanding the foregoing, all liabilities under or in respect of
any lease (whether now outstanding or at any time entered into or incurred) that, under GAAP as in effect prior to the effectiveness of
lease accounting changes that occurred prior to the Closing Date, would be accrued as rental and lease expense and would not constitute
a Capital Lease obligation in accordance with GAAP as in effect prior to giving effect to lease accounting changes that occurred prior
to the Closing Date shall not constitute a Capital Lease obligation, in each case, for purposes of the covenants set forth herein and
all defined terms as used therein.


 






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1.4            Rounding.
Any financial ratios required to be maintained by the Parent Borrower pursuant to this Agreement (or required to be satisfied in order
for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or
down to the nearest number.


 


1.5            References
to Agreements Laws, Etc. Unless otherwise expressly provided herein, (a) references to organizational documents, agreements (including
the Credit Documents), and other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendment,
and restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases, but only to the extent that
such amendments, restatements, amendment, and restatements, extensions, supplements, modifications, replacements, refinancings, renewals,
or increases are permitted by any Credit Document; and (b) references to any Requirement of Law shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing, or interpreting such Requirement of Law.


 


1.6             [Reserved].


 


1.7           Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission, or any other matter related to the rates in the definition of Eurocurrency Rate or with respect to
any comparable or successor rate thereto.


 


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


 


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


 


1.10           Certifications.
All certifications to be made hereunder by an officer or representative of a Credit Party shall be made by such a Person in his or her
capacity solely as an officer or a representative of such Credit Party, on such Credit Party’s behalf and not in such Person’s
individual capacity.


 






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1.11          Compliance
with Certain Sections. In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application
of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment
of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause or
subsection of Section 9.9 or any clause or subsection of Sections 10.1, 10.2, 10.3, 10.4, 10.5
or 10.5(c) then, such transaction (or portion thereof) at any time shall be allocated to one or more of such clauses or subsections
within the relevant sections as determined by the Parent Borrower in its sole discretion at such time.


 


1.12            Pro
Forma and Other Calculations.


 


(a)            For
purposes of calculating the Consolidated First Lien Secured Debt to Consolidated
EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio, Consolidated Total Debt to Consolidated EBITDA Ratio, Investments,
acquisitions, dispositions, mergers, consolidations, and disposed operations (as determined in accordance with GAAP) that have been made
by Holdings or any Subsidiary during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date
of determination shall be calculated on a Pro Forma Basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations,
and disposed operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom)
had occurred on the first day of the Test Period. If since the beginning of such period any Person (that subsequently became a Subsidiary
or was merged with or into Holdings or any Subsidiary since the beginning of such period) shall have made any Investment, acquisition,
disposition, merger, consolidation, or disposed operation that would have required adjustment pursuant to this definition, then the Consolidated
First Lien Secured Debt to Consolidated EBITDA Ratio, Consolidated Secured
Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated giving Pro
Forma Effect thereto for such Test Period as if such Investment, acquisition, disposition, merger, consolidation, or disposed operation
had occurred at the beginning of the Test Period.


 


(b)            Whenever
Pro Forma Effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Parent Borrower. (and
may include, for the avoidance of doubt and without duplication, cost savings, and operating expense reductions resulting from such Investment,
acquisition, merger, or consolidation which is being given Pro Forma Effect that have been or are expected to be realized; provided that
such cost savings and operating expense reductions are made in compliance with the definition of Pro Forma Adjustment).
If any Indebtedness bears a floating rate of interest and is being given Pro Forma Effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account
for such entire period, any Hedging Obligation applicable to such Indebtedness with a remaining term of 12 months or longer, and in the
case of any Hedging Obligation applicable to such Indebtedness with a remaining term of less than 12 months, taking into account such
Hedging Obligation to the extent of its remaining term). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be computed based upon the average daily balance of
such Indebtedness during the applicable period (or, if lower, the greater of (i) maximum commitments under such revolving credit
facilities as of the date of determination and (ii) the aggregate principal amount of loans outstanding under such a revolving credit
facilities on such date). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Parent Borrower may designate.


 






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In
connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of:


 


(i)            determining
compliance with any provision of this Agreement which requires the calculation of the Consolidated First Lien Secured Debt to Consolidated
EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio or Consolidated Total Debt to Consolidated EBITDA Ratio; or


 


(ii)       testing
availability under baskets set forth in this agreement (including baskets measured as a percentage of Consolidated EBITDA);


 


in
each case, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in
connection with any Limited Condition Acquisition, an “LCA
Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive
agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), (x) the definitive agreement
for such Limited Condition Acquisition is entered into (or, in respect of any transaction described in clause (ii) of the definition
of “Limited Condition Acquisition,” delivery of irrevocable notice, declaration of dividend or similar event), and not at
the time of consummation of such Limited Condition Acquisition or (y) solely in connection with an acquisition to which the United
Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7
announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”)
in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions
to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred
at the beginning of the most recent test period ending prior to the LCT Test Date, the Parent Borrower could have taken such action on
the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with (the
 “LCT Provisions”). For the avoidance of doubt, if the Parent Borrower has made an LCA Election and any of the ratios or baskets
for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket,
including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Credit Parties or the Person subject to such
Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not
be deemed to have been exceeded as a result of such fluctuations. If the Parent Borrower has made an LCA Election for any Limited Condition
Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of
Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially
all of the assets of the Credit Parties, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the
designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such
Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated
or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis
assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and
the use of proceeds thereof) have been consummated.


 






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In
connection with any action being taken in connection with a Limited Condition Acquisition (including the incurrence of any Indebtedness
and/or any Lien in connection therewith), for purposes of determining compliance with any provision of this Agreement which requires that
(i) no Default, Event of Default, Specified Event of Default or any other default or event of default, as applicable, has occurred,
is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied,
so long as no Default, Event of Default, Specified Event of Default or such other default or event of default, as applicable, exists on
the date the definitive agreements for such Limited Condition Acquisition are entered into and (ii) any representation or warranty
be required to be true and correct as of the consummation of any Limited Condition Acquisition, the relevant representation and warranty
shall be limited to (x) certain specified representations (as modified appropriately for the relevant Limited Condition Acquisition)
being true and correct as of such date and (y) the representations and warranties made by the target in the applicable acquisition
agreement that are material to the interests of the Lenders (in their capacities as such) (but only to the extent that the Borrower (or
its applicable affiliate) has the right to terminate its obligations under the relevant acquisition agreement or decline to consummate
the acquisition as a result of a breach of such representations in the acquisition agreement) shall be true and correct in all material
respects.  For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.11, and any Default,
Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition
Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default
or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being
taken in connection with such Limited Condition Acquisition is permitted hereunder.


 


(c)            Notwithstanding
anything to the contrary in this Section 1.12 or in any classification under GAAP of any Person, business, assets or operations
in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, no Pro Forma
Effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or
operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated.


 


1.13            [Reserved].


 


(d)           Notwithstanding
anything in this Agreement or any Credit Document to the contrary, with respect to any Lien, Indebtedness, Disposition, Investment,
Restricted Payment, or other transaction, action or amount (any of the foregoing in concurrent transactions, a single transaction or a
series of related transactions) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or
test (including the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA
Ratio or Consolidated Total Debt to Consolidated EBITDA Ratio and/or the (any such amount, including any amount drawn under any revolving
facility substantially concurrently with the transaction giving rise to the use of the relevant Incurrence-Based Amount, a “Fixed
Amount”)) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a provision
of this Agreement that requires compliance with any such financial ratio or test (any such amounts, including clause (i) of the Maximum
Incremental Facilities Amount, the “Incurrence-Based Amounts”) under the same covenant, it is understood and agreed that,
(i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based
Amount in connection with such substantially concurrent incurrence under the same covenant and (ii) except as provided in clause
(i), pro forma effect will be given to the entire transaction and/or incurrence.


 


(e)            The
increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest
or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness
outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting
of a Lien for purposes of Section 10.2.


 






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1.13            Confidentiality;
Privilege. Notwithstanding any obligation to provide information or allow Administrative Agent, the Lenders or any third party to access
the books and records of Holdings or its Subsidiaries or otherwise set forth in this Agreement, neither Holdings nor any of its Subsidiaries
will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes
non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Administrative Agent
or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty
or Law and/or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.


 


1.14           Effectuation
of Transactions. All references herein to Holdings and the other Subsidiaries shall be deemed to be references to such Persons, and
all the representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents shall be deemed
made, in each case, after giving effect to the Exit Transactions to occur on the Closing Date, unless the context otherwise requires.


 


1.15            Luxembourg
Terms. Notwithstanding any other provision of this Agreement to the contrary, in this Agreement where it relates to any Lux Party
or any Subsidiary of the Parent Borrower which is organized under the laws of Luxembourg, a reference to: (a) a winding-up, administration,
liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization or dissolution includes bankruptcy (faillite), insolvency, liquidation, composition with creditors (concordat préventif
de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general
settlement with creditors, reorganization or similar laws affecting the rights of creditors generally; (b) a receiver, receiver and
manager, liquidator, administrator, trustee, custodian, sequestrator, conservator or similar officer includes a juge délégué,
commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur; (c) a lien or security interest
includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention, and
any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of
title by way of security; (d) a person being unable to pay its debts includes that person being in a state of cessation de paiements
or having lost or meeting the criteria to lose its commercial creditworthiness; (e) attachments or similar creditors process means
an executory attachment (saisie exécutoire) or conservatory attachment (saisie arrêt); (f) a guaranty includes any garantie
that is independent from the debt to which it relates and excludes any suretyship (cautionnement) within the meaning of Articles 2011
and seq. of the Luxembourg Civil Code; (g) by-laws or organizational documents includes its articles of association (statuts); and
(h) a responsible officer, financial officer, officer, authorized signatory, manager and director includes an administrateur
and a gérant.


 


1.16            [Reserved]Permitted
Liens.


 


Notwithstanding anything else
in the Credit Documents, any reference in any of the Credit Documents to a Permitted Lien is not intended to subordinate or postpone,
and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of
the Credit Documents to any Permitted Lien.


 






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Section 2.     Amount
and Terms of Credit.


 


2.1            Commitments.


 


(a)            Subject
to the terms and conditions herein set forth, each Lender severally, and not jointly, agrees to make the New Money Term Loans to the Borrowers
in an amount equal to such Lender’s New Money Commitment in a single borrowing on the Closing Date. Such New Money Term Loans (i) will
at the option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided
that all New Money Term Loans made by each of the Lenders shall, unless otherwise specifically provided herein, consist entirely of New
Money Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof,
but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the New Money Commitment of such Lender,
(iv) shall not exceed in the aggregate the aggregate New Money Commitments of all Lenders and (v) shall be funded to the Borrowers
on the Closing Date in accordance with Section 2.4(d). The New Money Term Loans shall be available in Dollars and not later
than the Maturity Date, all then unpaid New Money Term Loans shall be repaid in full in Dollars.


 


(b)            Subject
to the terms and conditions herein set forth, to give effect to the refinancing and conversion of the DIP Loans into the Rolled Up Term
Loans owing to each applicable Lender, each Lender severally agrees to make the Rolled Up Term Loans to the Borrowers hereunder and such
Rolled Up Term Loans shall be deemed to have been made hereunder to the Borrowers, on the Closing Date, in a single term loan borrowing
denominated in Dollars in a principal amount equal to such Lender’s Rolled Up Commitment on the Closing Date, and the DIP Loans
owing to the Lenders under the DIP Credit Agreement shall be substituted with and exchanged for (and reevidenced and refinanced by) such
Rolled Up Term Loans hereunder. The Rolled Up Term Loans deemed made or issued pursuant to this Section 2.01(b) shall be deemed
made on a cashless basis without any actual funding. Upon the effectiveness of this Agreement, all Rolled Up Commitments of the Lenders
shall be deemed fully-funded and such Rolled Up Commitments shall be deemed to be reduced to $0 and interest shall begin to accrue on
the full amount thereof as of such date. Amounts paid or prepaid in respect of Rolled Up Term Loans may not be reborrowed. Not later than
the Maturity Date, all then unpaid Rolled Up Term Loans shall be repaid in full in Dollars.


 


2.2            [Reserved].


 


2.3           Notice
of Borrowing. The Parent Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 12:00 noon
(New York City time) at least one Business Days’ prior written notice in the case of a Borrowing of Initial Term Loans to be made
on the Closing Date (which notice shall be delivered electronically in .pdf or other electronic imaging format acceptable to the Administrative
Agent). Such notice (a “Notice of Borrowing”) shall specify (i) the aggregate principal amount of the Initial
Term Loans to be made, (ii) the date of the Borrowing, and (iii) whether the Initial Term Loans shall consist of ABR Loans and/or
Eurocurrency Loans and, if the Initial Term Loans are to include Eurocurrency Loans, the Interest Period to be initially applicable thereto.
If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Eurocurrency Loan.
If no Interest Period with respect to any Borrowing of Eurocurrency Loans is specified in any such notice, then the Parent Borrower shall
be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable
Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share
of the requested Borrowing.


 


2.4            Disbursement
of Funds.


 


(a)          No
later than 1:00 p.m. (New York City time) on the Closing Date, each Lender shall make available its pro rata portion, if any, of
the applicable Borrowing in the manner provided below.


 






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(b)            Each
applicable Lender shall make available all amounts it is to fund to the Borrowers under its New Money Commitment (subject to the netting
of any Backstop Premium (as defined in the Fee Letter), New Money Commitment Fee or Rolled Up Commitment Fee pursuant to the Fee Letter),
and in immediately available funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent
will make available such New Money Loans to the Parent Borrower for the account of the Borrowers in accordance with Section 2.4(d).
Unless the Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender does not intend to make
available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative Agent on the Closing Date, and the Administrative Agent,
in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrowers a corresponding
amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent
has made available such amount to the Borrowers, the Administrative Agent shall be entitled to recover such corresponding amount from
such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the
Administrative Agent shall promptly notify the Parent Borrower, and the Borrowers shall immediately pay such corresponding amount to the
Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers
interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative
Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if
paid by such Lender, the Overnight Rate or (ii) if paid by the Borrowers, the then-applicable rate of interest or fees, calculated
in accordance with Section 2.8, for the respective Loans.


 


(c)            Nothing
in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice
any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).


 


(d)            Upon
receipt of all requested funds pursuant to Section 2.4(b), the Administrative Agent will promptly (i) in accordance with
the Flow of Funds Statement, deduct and apply all fees payable to the Agents on the Closing Date (including in connection with any fronting
arrangement) and all fees and expenses of counsel to the Agents, the Lender Advisor and the Specified Lender Advisors (as defined in the
DIP Credit Agreement) and the Crossholder Lender Advisors (as defined in the DIP Credit Agreement) and (ii) in accordance with the
Flow of Funds Statement, and subject to Section 6, remit to the Parent Borrower for the account of the Borrowers the remaining
amounts of the New Money Term Loans as set forth in the Flow of Funds Statement. The Initial Term Loans shall be deemed made by the Lenders
when so remitted. For the avoidance of doubt, the full amount of all Initial Term Loans will begin to accrue interest on the Closing Date.


 


(e)            For
the avoidance of doubt, the Administrative Agent shall have no Commitments to make Loans in its capacity as the Administrative Agent and
the Administrative Agent’s requirement to remit the Loan proceeds received from the Lenders in accordance with the provisions hereof
shall be limited to the funds that it receives from the Lenders.


 


2.5            Repayment
of Loans; Evidence of Debt.


 


(a)          The
Borrowers shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the Initial Maturity Date, the then outstanding
Initial Term Loans in Dollars. The Borrowers shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the
applicable IncrementalNew
Term Loan Maturity Date, the then outstanding IncrementalNew
Term Loans in the applicable currency required by the terms of such Series of IncrementalNew
Term Loans.


 


(b)            The
Borrowers shall repay to the Administrative Agent, for the benefit of the applicable Lenders, in respect of the Initial Term Loans,


 






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(i)            on
the last Business Day of each fiscal quarter of the Borrowers, commencing with the fiscal quarter ending on April 30, 2021 to and
including the fiscal quarter ending on January 31, 2022, a principal amount equal to 0.25% of (x) the original principal amount
of the New Money Term Loans made on the Closing Date and (y) the original principal amount of the Rolled Up Term Loans made or deemed
made on the Closing Date; and


 


(ii)            on
the last Business Day of each fiscal quarter of the Borrowers, commencing with the fiscal quarter ending on April 30, 2022, a principal
amount equal to 0.50% of (x) the original principal amount of the New Money Term Loans made on the Closing Date and (y) the
original principal amount of the Rolled Up Term Loans made or deemed made on the Closing Date.


 


(c)            In
the event that any IncrementalNew
Term Loans are made, such IncrementalNew
Term Loans shall, subject to Section 2.14(d), be repaid by the applicable Borrower in the amounts and on the dates set forth in the
applicable Joinder Agreement.


 


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


 


(e)           The
Administrative Agent shall maintain the Register pursuant to Section 13.6(b)(iv) in which Register shall be recorded
(i) the amount of each Loan made hereunder, whether such Loan is a New Money Term Loan or a Rolled Up Term Loan or an Incremental
Term Loan (and the applicable Series), the Type of each Loan made, the currency in which
it is made and the Interest Period, if any, applicable thereto and (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrowers to each Lender hereunder.


 


(f)            The
entries made in the Register and accounts and subaccounts maintained pursuant to clauses (d) and (e) of this Section 2.5
shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers
therein recorded; provided, however, that in the event of any inconsistency between the Register and any such account or
subaccount, the Register shall govern; provided, further, that the failure of any Lender or the Administrative Agent to
maintain such account, such Register or subaccount, as applicable, or any error therein, shall not in any manner affect the obligation
of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender in accordance with the terms of this
Agreement.


 


(g)            The
Borrowers hereby agree that, upon request of any Lender at any time and from time to time after the Closing Date, the Borrowers shall
provide to such Lender, at the Borrowers’ own expense, a promissory note, substantially in the form of Exhibit G, as
applicable, for the sole purpose of evidencing the Loans owing to such Lender. Thereafter, unless otherwise agreed to by the applicable
Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.6)
be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such
payee, to such payee and its registered assigns).


 






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2.6            Conversions
and Continuations.


 


(a)            Subject
to the penultimate sentence of this clause (a), (x) the Parent Borrower shall have the option on any Business Day to convert
all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of
one Type into a Borrowing or Borrowings of another Type and (y) the Parent Borrower shall have the option on any Business Day to
continue the outstanding principal amount of any Eurocurrency Loans as Eurocurrency Loans for an additional Interest Period; provided
that (i) no partial conversion of Eurocurrency Loans shall be permitted, (ii) ABR Loans may not be converted into Eurocurrency
Loans if an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such conversion, (iii) Eurocurrency Loans may not be continued as Eurocurrency
Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative
Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings
resulting from conversions of ABR Loans to Eurodollar Loans pursuant to this Section 2.6 shall be limited to two such conversions
during the terms of this Agreement. Each such conversion or continuation shall be effected by the Parent Borrower by giving the Administrative
Agent notice at the Administrative Agent’s Office prior to 12:00 noon (New York City time) at least (i) three Business Days
prior, in the case of a continuation of or conversion to Eurocurrency Loans (other than in the case of a notice delivered on the Closing
Date, which shall be deemed to be effective on the Closing Date), or (ii) three Business Days prior in the case of a conversion into
ABR Loans (each such notice, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K)
specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be
converted into or continued as Eurocurrency Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified
in any such notice with respect to any conversion to or continuation as a Eurocurrency Loan, the applicable Borrower shall be deemed to
have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly
as practicable of any such proposed conversion or continuation affecting any of its Loans.


 


(b)            If
any Event of Default is in existence at the time of any proposed continuation of any Eurocurrency Loans denominated in Dollars and the
Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such
Eurocurrency Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration
of any Interest Period in respect of Eurocurrency Loans, the Parent Borrower has failed to elect a new Interest Period to be applicable
thereto as provided in clause (a), the Parent Borrower shall be deemed to have elected to convert such Borrowing of Eurocurrency
Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period.


 


2.7          Borrowings.
It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder
and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect
to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any
Person from performance of its obligation, under any Credit Document.


 


2.8            Interest.


 


(a)            The
unpaid principal amount of each Initial Term Loan that is an ABR Loan shall bear interest from the date of the Borrowing thereof until
maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for ABR Loans plus
the ABR, in each case, in effect from time to time.


 


(b)           The
unpaid principal amount of each Initial Term Loan that is a Eurocurrency Loan shall bear interest from the date of the Borrowing thereof
until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for
Eurocurrency Loans plus the relevant Eurocurrency Rate.


 






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(c)            Notwithstanding
the foregoing, unless otherwise elected by the Required Lenders (which election not to impose the default interest rate set forth in this
Section 2.8(c) may be communicated via an email from the Lender Advisor), upon the occurrence and during the continuation
of an Event of Default under Section ‎11.1(a), Loans and all other Obligations overdue hereunder shall bear interest,
after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable thereto.


 


(d)            Interest
on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be
payable in the same currency in which the Loan is denominated; provided that any Loan that is repaid on the same date on which
it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) in respect of each ABR Loan,
quarterly in arrears on the last Business Day of each fiscal quarter of the Borrowers, (ii) in respect of each Eurocurrency Loan,
on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date
occurring at three-month intervals after the first day of such Interest Period, and (iii) in respect of each Loan, (A) on any
prepayment in respect thereof, (B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on demand.


 


(e)            All
computations of interest hereunder shall be made in accordance with Section 5.5.


 


(f)           The
Administrative Agent, upon determining the interest rate for any Borrowing of Eurocurrency Loans, shall promptly notify the Parent Borrower
and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding
on all parties hereto.


 


2.9            Interest
Periods. At the time the Parent Borrower gives the Notice of Borrowing or a Notice of Conversion or Continuation in respect of the
making of, or conversion into or continuation as, a Borrowing of Eurocurrency Loans in accordance with Section 2.6(a), the
Parent Borrower shall give the Administrative Agent written notice of the Interest Period applicable to such Borrowing, which Interest
Period shall, at the option of Parent Borrower be a one, three or six month period (or if agreed to by all the Lenders making such Eurocurrency
Loans, a twelve month or shorter period as selected by Parent Borrower).


 


Notwithstanding anything to
the contrary contained above:


 


(a)            the
initial Interest Period for any Borrowing of Eurocurrency Loans (other than as set forth in Section 2.1(b) in respect of the
initial Interest Period for the Rolled Up Term Loans) shall commence on the date of such Borrowing (including the date of any conversion
from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on
which the next preceding Interest Period expires;


 


(b)            if
any Interest Period relating to a Borrowing of Eurocurrency Loans begins on the last Business Day of a calendar month or begins on a day
for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of the calendar month at the end of such Interest Period;


 


(c)           if
any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided that if any Interest Period in respect of a Eurocurrency Loan would otherwise expire on a day that is not a Business
Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately
preceding Business Day; and


 


(d)          the
Borrowers shall not be entitled to elect any Interest Period in respect of any Eurocurrency Loan if such Interest Period would extend
beyond the Maturity Date of such Loan.


 






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2.10          Increased
Costs, Illegality, Etc.


 


(a)            In
the event that (x) in the case of clause (i) below, the Administrative Agent or the Required Lenders and (y) in
the case of clauses (ii) and (iii) below, the Required Lenders shall have reasonably determined (which determination
shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):


 


(i)            on
any date for determining the Eurocurrency Rate for any Interest Period that (x) deposits in the principal amounts and currencies
of the Loans comprising such Eurocurrency Loan are not generally available in the relevant market or (y) by reason of any changes
arising on or after the Closing Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining
the applicable interest rate on the basis provided for in the definition of Eurocurrency Rate; or


 


(ii)            at
any time, that such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to
any Eurocurrency Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable
to Indemnified Taxes, Taxes described in clauses (ii) through (v) of the definition of Excluded Taxes or Connection Income Taxes)
because of any Change in Law; or


 


(iii)            at
any time, that the making or continuance of any Eurocurrency Loan has become unlawful by compliance by such Lenders in good faith with
any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or
order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a
result of a contingency occurring after the Closing Date that materially and adversely affects the applicable interbank market;


 


(such Loans, “Impacted
Loans”), then, and in any such event, such Required Lenders (or the Administrative Agent or the Required Lenders, as applicable,
in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing)
to the Parent Borrower, and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit
to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be
available until such time as the Administrative Agent or the Required Lenders, as applicable, notifies the Parent Borrower, the Administrative
Agent (if applicable) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent or the Required Lenders,
as applicable, no longer exist (which notice shall be given at such time when such circumstances no longer exist), and any Notice of Borrowing
or Notice of Conversion or Continuation given by the Parent Borrower with respect to Eurocurrency Loans that have not yet been incurred
shall be deemed rescinded by the Parent Borrower, (y) in the case of clause (ii) above, the Borrowers shall pay to such
Lenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Required Lenders, in their reasonable discretion shall determine) as shall be required
to compensate such Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written
notice as to the additional amounts owed to such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted
to the Parent Borrower by such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties
hereto), and (z) in the case of subclause (iii) above, the Borrowers shall take one of the actions specified in subclause
(x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required
by law.


 






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Notwithstanding the foregoing,
if the Administrative Agent or the Required Lenders, as applicable, has made the determination described in Section 2.10(a)(i)(x),
the Required Lenders, in consultation with the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in
which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent or
the Required Lenders, as applicable, revokes the notice delivered with respect to the Impacted Loans under clause (x) of the
first sentence of the immediately preceding paragraph, (2) the Required Lenders or the affected Lenders notify the Administrative
Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding
the Impacted Loans, or (3) any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined
by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority
has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and
the Parent Borrower written notice thereof.


 


(b)            At
any time that any Eurocurrency Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Parent
Borrower may (and in the case of a Eurocurrency Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if
a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected Eurocurrency Loan has been submitted pursuant
to Section 2.3 but the affected Eurocurrency Loan has not been funded or continued, cancel such requested Borrowing by giving
the Administrative Agent written notice thereof on the same date that the Parent Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or
(iii) or (y) if the affected Eurocurrency Loan is then outstanding, upon at least three Business Days’ notice to the Administrative
Agent, require the affected Lender to convert each such Eurocurrency Loan into an ABR Loan; provided that if more than one Lender
is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).


 


(c)            If,
after the Closing Date, any Change in Law relating to capital adequacy or liquidity of any Lender or compliance by any Lender or its parent
with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would have the effect of reducing
the actual rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of
such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could
have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to
capital adequacy or liquidity), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent),
the Borrowers shall pay to such Lender such actual additional amount or amounts as will compensate such Lender or its parent for such
actual reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such
Lender’s compliance with, or pursuant to any request or directive to comply with, any law, rule or regulation as in effect
on the Closing Date or to the extent such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly
situated to the Borrowers hereunder) under comparable syndicated credit facilities similar to the Exit Facility. Each Lender, upon determining
in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice
thereof to the Parent Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts,
although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrowers’
obligations to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice.


 


(d)            With
respect to any alternative interest rate selected by the Required Lenders pursuant to this Section 2.10: (i) no Agent
shall be bound to follow or agree to any modification to this Agreement or any other Credit Document or any such rate that would increase
or materially change or affect the duties, obligations or liabilities of any Agent (including without limitation the imposition or expansion
of discretionary authority), or reduce, eliminate, limit or otherwise change any right, privilege or protection of any Agent, or would
otherwise materially and adversely affect any Agent, in each case in its reasonable judgment, without its express written consent (such
consent not to be unreasonably withheld) and (ii) any such alternative interest rate shall be administratively feasible for the Administrative
Agent.


 






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2.11            Compensation.
If (a) any payment of principal of any Eurocurrency Loan is made by the Borrowers to or for the account of a Lender other than on
the last day of the Interest Period for such Eurocurrency Loan as a result of a payment or conversion pursuant to Sections 2.5,
2.6, 2.10, 5.1, 5.2, or 13.7, as a result of acceleration of the maturity of the Loans pursuant to
Section 11 or for any other reason, (b) any Borrowing of Eurocurrency Loans is not made as a result of a withdrawn Notice
of Borrowing or a failure to satisfy borrowing conditions, (c) any ABR Loan is not converted into a Eurocurrency Loan as a result
of a withdrawn Notice of Conversion or Continuation, (d) any Eurocurrency Loan is not continued as a Eurocurrency Loan, as the case
may be, as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of any Eurocurrency Loan
is not made as a result of a withdrawn notice of prepayment pursuant to Sections 5.1 or 5.2, the Borrowers shall, after
receipt of a written request by such Lender (which request shall be delivered to the Parent Borrower and will set forth in reasonable
detail the basis for requesting such amount), promptly pay to the Administrative Agent for the account of such Lender any amounts required
to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment,
failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits)
actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such
Eurocurrency Loan. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in this
Section 2.11 and setting forth in reasonable detail the manner in which such amount or amounts were determined shall be delivered
to the Parent Borrower and shall be conclusive, absent manifest error.


 


2.12            Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii),
2.10(a)(iii), 2.10(b) or 5.4 with respect to such Lender, it will, if requested by the Parent Borrower use reasonable
efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event;
provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other
material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation
of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrowers or the
right of any Lender provided in Sections 2.10 or 5.4.


 


2.13            Notice
of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Sections 2.10
or 2.11 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence
of the event giving rise to the additional cost, reduction in amounts, loss, or other additional amounts described in such Sections, such
Lender shall not be entitled to compensation under Sections 2.10 or 2.11, as the case may be, for any such amounts incurred
or accruing prior to the 181st day prior to the giving of notice to the Parent Borrower; provided that, if the circumstances giving
rise to such claim is retroactive, then such 180 day period referred to above shall be extended to include the period of retroactive effect
thereof.


 






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2.14            Incremental
Facilities.


 


(a)          The
Parent Borrower may by written notice to the Administrative Agent and
the Lenders (as set forth below) elect to request the establishment of
one or more (x) additional tranches of term loans (the
commitments thereto, the “IncrementalNew
Term Loan Commitments”), and/or (y) new tranches of revolving
credit commitments (the “New Revolving Credit Commitments”; together with the New Term Loan Commitments, the “New Loan
Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate
and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by the Required Lenders or (y) shall
constitute the difference between the Maximum Incremental Facilities Amount and all such Incremental
TermNew Loan Commitments obtained on or prior
to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent Borrower
proposes that the Incremental TermNew
Loan Commitments shall be effective, the Borrowers to which such New Loan Commitments will be available and the currency in which such
New Loan Commitments will be borrowed. The Borrowers may approach any Lender or any Person (other than a natural Person) to provide all
or a portion of the Incremental TermNew
Loan Commitments; provided that each existing Lender shall
have the right of first refusalany
Lender offered or approached to provide the Incremental Termall
or a portion of the New Loan Commitments on a pro rata basis (but
each such existing Lender will not have an obligation to provide any Incremental Term Loan Commitment). To the extent any existing Lenders
decline to participate or fail to respond to such an offer to participate within ten (10) Business Days of written notice thereof,
the Borrowers shall be entitled to seek Incremental Term Loan Commitments from any other any Person (other
than a natural Person) (any such other Person, an “Additional Lender”; each such existing
Lender or Additional Lender providing an Incremental Term Loan Commitment, an “Incremental Term Loan Lender”)may
elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Incremental
TermNew Loan Commitments shall become effective
as of the applicable Increased Amount Date; provided that (i) no Event of Default (except
in connection with an acquisition or investment, no Event of Default under Section 11.1(a) or Section 11.1(e))
shall exist on such Increased Amount Date before or after giving effect to such Incremental TermNew
Loan Commitments, as applicable, (ii) the Incremental TermNew
Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Parent Borrower and Administrative
Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section ‎5.4(e),
and (iii) the Borrowers shall make any payments required pursuant to Section ‎2.11
in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any commitmentsCommitments
pursuant to this Section ‎2.14(a). Any IncrementalNew
Term Loans made on an Increased Amount Date shall, at the election of the Parent Borrower and agreed to by Lenders providing such IncrementalNew
Term Loan Commitments, be designated as (a) a separate series (a “Series”) of IncrementalNew
Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement.
On and after the Increased Amount Date, New Revolving Credit Commitments
shall be designated a separate Class of New Revolving Credit Commitments for all purposes of this Agreement.


 


(b)            On
any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and
conditions, each applicable Lender shall become a Lender with respect to the New Revolving Credit Commitment (each, a “New Revolving
Loan Lender”) and all matters relating thereto (and each Loan made under a New Revolving Credit Commitment, a “New Revolving
Credit Loan”).


 


(bc)     On
any Increased Amount Date on which any IncrementalNew
Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each
Incrementalapplicable Lender
with a New Term Loan Commitment (each, a “New Term Loan Lender”)
of any Series shall make a Loan to the Borrowers, as specified in the applicable Notice of Borrowing,
(a “New
Term Loan” and, together with the New Revolving Credit
Loans, the “Incremental Term Loans”) in an amount equal
to its IncrementalNew
Term Loan Commitment of such Series, and (ii) each IncrementalNew
Term Loan Lender of any Series shall become a Lender hereunder with respect to the IncrementalNew
Term Loan Commitment of such Series and the IncrementalNew
Term Loans of such Series made pursuant thereto. Notwithstanding the
foregoing, the Incremental Term Loans shall have identical terms (except as otherwise specified in
clause (c) below) to the existing Term Loans.


 






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(cd)     Except
as otherwise expressly specified below in this clause (c), the terms,The
terms and provisions and documentation of the IncrementalNew
Term Loans and IncrementalNew
Term Loan Commitments of any Series shall be identical to those of the existing
Term Loans. In any event, (i) on
terms and documentation set forth in the Joinder
Agreement as determined by the Parent Borrower; provided that (i) other than with respect to New Term Loans in the form of Customary
Bridge Loans, the applicable IncrementalNew
Term Loan Maturity Date of each Series or the maturity date of any
New Revolving Credit Loans shall be no earlier than the Initial Term Loan Maturity Date; (ii) other
than with respect to New Term Loans in the form of Customary Bridge Loans, the weighted average life to maturity of all
IncrementalNew
Term Loans shall be no shorter than the weighted average life to maturity of the then existing Initial Term Loans (calculated without
giving effect to prepayments of the Term Loans) and there shall be no scheduled
or mandatory prepayments of any New Revolving Credit Loans (other than in respect of any overadvance), (iii) the pricing,
interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any Incremental Term
Loans shall be determined by the Borrower(s) and the Lenders thereunder; provided that in the case of IncrementalNew
Term Loans incurred other than in connection with preparation for or in anticipation of a Qualifying IPO, if the Effective Yield for Eurocurrency
Loans in respect of such IncrementalNew
Term Loans exceeds the Effective Yield for Eurocurrency Loans in respect of the then existing Initial Term Loans by more than 0.50%, the
Applicable Margin for Eurocurrency Loans in respect of the then existing Initial Term Loans shall be adjusted so that the Effective Yield
in respect of the then existing Initial Term Loans is equal to the Effective Yield for Eurocurrency Loans in respect of the IncrementalNew
Term Loans minus 0.50% (provided, that to the extent such increase in Effective Yield is the result of a higher Eurocurrency
floor with respect to such Incremental Term Loans, the increase in Effective Yield for
the existing Initial Term Loans shall take the form of an increase in the Eurocurrency floor for such Initial Term Loans to the extent
of the Effective Yield differential); (the
foregoing clause (iii) of this proviso, the “MFN Protection”), (iv) the Incremental Term
Loans (A) shall rank pari passu or junior
in right of payment and of security with the existing Term Loans (and may
be unsecured), (B) shall not at any time be guaranteed by any Person other than the Credit Parties, with the primary
obligors thereunder being the Borrowers and (C) shall not be secured by a Lien on any property or asset that does not constitute
Collateral; and (v) the IncrementalNew
Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis except with respect
to Declined Proceeds) in any mandatory prepayments of existing Term Loans hereunder, as specified in
the Joinder Agreement and (vi) the Incremental Term Loans may participate on a pro rata basis or less than a pro rata basis in any
voluntary prepayment of the existing Term Loans hereunder, but not on a greater than pro rata basis.;
and (vi) to the extent such terms and documentation are not consistent with the then existing Initial Term Loans (except to the extent
permitted by clause (i) through (v) above), they shall be on market terms or are reasonably satisfactory to the Required Lenders
(it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness,
no consent shall be required by the Administrative Agent or any of the Lenders if such financial or other maintenance covenant is also
added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness (and such
amendment to add such more restrictive provision may be implemented by the Borrower and the lenders providing such Incremental Loans),
(2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only
applicable after the Latest Term Loan Maturity Date or if such covenant or other provisions are substantially similar to the existing
terms of the Loans and Commitments (as reasonably determined by the Parent Borrower in good faith) and (3) if such terms and documentation,
taken as a whole, are not more restrictive to the Borrowers and the other Subsidiaries than those herein (taken as a whole) (except for
covenants applicable only to periods after the Latest Term Loan Maturity Date at the time of such refinancing and except to the extent
permitted by clause (i) through (v) above), then such terms and documentation shall be deemed reasonably satisfactory to the
Required Lenders; provided that a certificate of an Authorized Officer of the Parent Borrower delivered to
the Administrative Agent and the Lenders at least five Business
Days prior to the incurrence
of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts
of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and documentation
satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions and documentation satisfy the foregoing
requirement unless the Required Lenders notify the Parent Borrower in writing within two Business Days after receipt of such certificate
that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)). Notwithstanding
anything in this Section 2.14(d) to the contrary, if the Credit Parties incur New Term Loans or New Term Loan Commitments on
market terms that are more restrictive than the terms of this Agreement, the Lenders shall receive the benefit of such more restrictive
terms in the form of an amendment to this Agreement (and such amendment to add such more restrictive provision may be implemented by the
Borrower and the lenders providing such Incremental Loans).


 






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(de)     Each
Joinder Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the
other Credit Documents as may be necessary or appropriate, in the opinion of the Parent Borrower (as certified in writing by the Parent
Borrower to the Administrative Agent), to effect the provision of this Section 2.14 (including, without limitation, (i) to
increase the Applicable Margin in respect of the applicable Term Loans pursuant to Section 2.14(cd)(iii) or
in order to match the Applicable Margin to any IncrementalNew
Term Loans in lieu thereof if such modification results in a greater increase or (ii) to extend
the period during which the requirements of Section 5.1(b) are applicable in order to conform such time period to any similar
requirements of the Incremental Term Loans) or (iii) subject to Section 13.1(a)(i), to modify the scheduled
amortization payments of applicable Term Loans to conform such payments to those of the IncrementalNew
Term Loans, but in any event not less than otherwise payable to such applicable Term
Lender).


 


2.15            [Reserved].


 


2.16            Defaulting
Lenders.


 


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


 


(i)                     Waivers
and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 13.1.


 


(ii)                    Defaulting
Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 13.8 shall be applied at such time or times as follows:
first, as may be determined by the Administrative Agent to the payment of any amounts owing by such Defaulting Lender to any Agent
hereunder; second, [reserved]; third, [reserved]; fourth, as the Parent Borrower may request (so long as no 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; fifth, if so determined by the Administrative Agent and the Parent Borrower, to be held in a deposit account and released
pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under
this Agreement and (y) [reserved]; sixth, to the payment of any amounts owing to the Borrowers, the Lenders as a result of
any judgment of a court of competent jurisdiction obtained by the Borrowers or any Lender against such Defaulting Lender as a result of
such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no 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;
and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such
payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate
share.  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 pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.


 






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(iii)
                  Certain Fees.  No Defaulting
Lender shall be entitled to receive any fee payable under Section 4 for any period during which that Lender is a
Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been
paid to that Defaulting Lender).


 


(b)            Defaulting
Lender Cure.  If the Parent Borrower notifies the Administrative Agent in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to
any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the
other Lenders or take such other actions as may be necessary to cause the Term Loans to be held on a pro rata basis by the Lenders in
accordance with their percentages of the Term Loan Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.


 


Section 3.     [Reserved]


 


Section 4.     Fees


 


4.1            Fees.


 


(a)            The
Borrowers agree to pay to the Administrative Agent in Dollars, for the account of (i) each Lender with a New Money Commitment (in
each case pro rata according to the respective New Money Commitments of all such Lenders), a commitment fee (the “New Money Commitment
Fee”) on the Closing Date equal to 3.00% of the aggregate principal amount of the New Money Term Loans and (ii) each Lender
with a Rolled Up Term Loan Commitment (in each case pro rata according to the respective Rolled Up Term Loan Commitments of all such Lenders),
a commitment fee (the “Rolled Up Commitment Fee”) on the Closing Date equal to 2.00% of the aggregate principal amount
of the Rolled Up Term Loans.


 


(b)            The
Borrowers agree to pay to the Agents for their respective accounts, the fees and other amounts due in accordance with the terms of the
Fee Letter in accordance with the applicable terms thereof.


 


(c)          Notwithstanding
the foregoing, the Borrowers shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1,
except as otherwise set forth in Section 2.16(a)(iii).


 






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Section 5.     Payments


 


5.1            Voluntary
Prepayments and Applicable Premium in respect of Certain Prepayments.


 


(a)            The
Borrowers shall have the right to prepay Loans, including Initial Term Loans and
New Term Loans of any Class, in each case, without premium or penalty, in whole or in part from time to time on the following
terms and conditions: (1) the Parent Borrower shall give the Administrative Agent at the Administrative Agent’s Office written
notice of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurocurrency Loans) the specific Borrowing(s) pursuant
to which made, which notice shall be given by the Parent Borrower no later than 12:00 Noon (New York City time) (i) in the case of
Eurocurrency Loans, three Business Days prior to the date of such prepayment or (ii) in the case of ABR Loans, two Business Days
prior to the date of such prepayment; (2) each partial prepayment of (i) any Borrowing of Eurocurrency Loans shall be in a minimum
amount of $5,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof
and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $500,000 in excess thereof and (3) in
the case of any prepayment of Eurocurrency Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period
applicable thereto, the Borrowers shall, promptly after receipt of a written request by any applicable Lender (which request shall set
forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts
required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied
to principal installments of the Class or Classes of Term Loans as the Parent Borrower may specify.


 


(b)            In
the event that (i) the Borrowers make any voluntary prepayment pursuant to this Section 5.1, or make any mandatory prepayment
in connection with a Prepayment Event, in each case,
of Initial Term Loans or (ii) the Initial Term Loans are accelerated pursuant to Section 11.2, then the Borrowers shall owe
and pay to the Administrative Agent, for the ratable account of each applicable Lender, in respect of the Loans repaid, prepaid or accelerated,
the Applicable Premium. IT IS UNDERSTOOD AND AGREED THAT IF THE INITIAL TERM LOANS ARE ACCELERATED OR OTHERWISE BECOME DUE PRIOR TO THEIR
MATURITY DATE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY EVENT OF DEFAULT DESCRIBED UNDER SECTION 11.1(E), THE APPLICABLE
PREMIUM WILL ALSO AUTOMATICALLY BE DUE AND PAYABLE AS THOUGH THE INITIAL TERM LOANS WERE BEING PREPAID OR REPAID AND SHALL CONSTITUTE
PART OF THE OBLIGATIONS WITH RESPECT TO THE LOANS.


 


(b)            [Reserved].


 


5.2            Mandatory
Prepayments.


 


(a)            Term
Loan Prepayments.  


 


(i)            On
each occasion that a Prepayment Event occurs, the Borrowers shall, within five Business Days after receipt of the Net Cash Proceeds of
a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within five Business Days after the
occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within five Business Days after the Deferred
Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount
equal to 100% of the Net Cash Proceeds from such Prepayment Event. The Applicable Premium shall be due
and payable by the Borrowers in respect of such prepayment of Initial Term Loans under this Section 5.2(a) in accordance with
Section 5.1(b).; provided that, with respect to the
Net Cash Proceeds of any Prepayment Event, in each case
solely to the extent with respect to any Collateral, the
Borrowers may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased
Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking pari passu with the Liens securing
the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness
to prepay or make an offer to purchase such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an
amount not to exceed the
product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding
principal amount of the Permitted Other Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the
Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is
the sum of the outstanding principal amount of such Permitted Other Indebtedness and the outstanding principal amount of Term Loans.


 






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(ii)            On
each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 10.1(w), each Borrower shall within three
Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay, in accordance with clause (c) below,
Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness.


 


(b)     (i)     Notwithstanding
any other provisions of this Section 5.2, (A) to the extent that any or all of the Net Cash Proceeds of any Prepayment
Event by a Foreign Subsidiary giving rise to a prepayment pursuant to clause (a) above (a “Foreign Prepayment Event”)
are prohibited or delayed by any Requirement of Law from being repatriated to the Credit Parties, an amount equal to the portion of such
Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in clause (a) above
but only so long, as the applicable Requirement of Law will not permit repatriation to the Credit Parties (the Credit Parties hereby agreeing
to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by
the applicable Requirement of Law to permit repatriation), and once a repatriation of any of such affected Net Cash Proceeds is permitted
under the applicable Requirement of Law, an amount equal to such Net Cash Proceeds will be promptly (and in any event not later than ten
Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts
were actually repatriated whether or not they are repatriated) to the repayment of the Loans pursuant to clause (a) above
and (B) to the extent that the Parent Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds
of any Foreign Prepayment Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, an amount equal
to the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary until such time as it may repatriate such Net
Cash Proceeds without incurring a material adverse tax consequence.


 


(c)            Application
to Repayment Amounts. Each prepayment of Term Loans required by Section 5.2(a) shall be allocated pro rata among
the New Money Term Loans, the Rolled Up Term Loans and the IncrementalNew
Term Loans based on the amounts outstanding thereunder and shall be applied within each Class of Term Loans in respect of such Term
Loans as directed by the Parent Borrower. With respect to each such prepayment, the Parent Borrower will, not later than the date specified
in Section 5.2(a) for making such prepayment, give the Administrative Agent written notice of such prepayment, which
shall be substantially in the form of Exhibit D and which shall include a calculation of the amount of such prepayment to
be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial
Term Loan Lender or IncrementalNew
Term Loan Lender, as applicable.


 


(d)          Rejection
Right. The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to
be made pursuant to Section 5.2(a) at least three Business Days prior to the date of such prepayment. Each such notice
shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative
Agent will promptly notify each Lender holding Term Loans of the contents of such prepayment notice and of such Lender’s pro rata
share of the prepayment. Each Term Loan Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment
other than any such mandatory prepayment with respect to a Debt Incurrence Prepayment Event under Section 5.2(a) or
Permitted Other Indebtedness under Section 5.2(a)(ii) (such declined amounts, the “Declined Proceeds”)
of Term Loans required to be made pursuant to Section 5.2(a) by providing written notice (each, a “Rejection
Notice”) to the Administrative Agent no later than 5:00 p.m. (New York City time) one Business Day after the date of such
Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice
to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of
such mandatory prepayment of Term Loans. Any Declined Proceeds remaining after such Declined Proceeds shall be retained by the Borrowers
(the “Retained Declined Proceeds”).


 






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5.3              Method
and Place of Payment.


 


(a)            Except
as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowers, without set-off, counterclaim
or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto not later than 1:00 p.m. (New
York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s
Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Parent Borrower, it being understood
that written or facsimile notice by the Parent Borrower to the Administrative Agent to make a payment from the funds in the Borrowers’
account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such
account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency
in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit
Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually
received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day in the Administrative
Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.


 


(b)            Any
payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next
succeeding Business Day for purposes of calculating interest thereon. Except as otherwise provided herein, whenever any payment to be
made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.


 


(c)            If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its 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 of other Lenders
to the extent necessary so that the benefit of all such payments shall be shared the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective 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 of or sale of a participation in any of its Loans to any assignee or participant, other than
to any Credit Party or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrowers consent to the foregoing
and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrowers’ rights of set-off and counterclaim with respect to such participation as fully
as if such Lender were a direct creditor of the Borrowers in the amount of such participation.


 






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(d)           Unless
the Administrative Agent shall have received notice from the Parent Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder 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 the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.


 


(e)           If
any Lender shall fail to make any payment required to be made by it 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
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 any order determined by the Administrative Agent in its discretion.


 


5.4           Net
Payments.


 


(a)           Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)                        Any
and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent
permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes.


 


(ii)                   If
any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or
deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined
by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld
or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of
Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after such required
withholding or deductions have been made (including any such withholding or deductions applicable to additional sums payable under this
Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative
Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.


 


(b)            Payment
of Other Taxes by the Borrowers. Without limiting the provisions of clause (a) above, the Credit Parties shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or timely reimburse the Administrative Agent
or any Lender for the payment of any Other Taxes.


 






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(c)           Tax
Indemnifications. Without limiting the provisions of clauses (a) or (b) above, the Credit Parties shall indemnify
the Administrative Agent and each Lender, and shall make payment in respect thereof within 15 days after demand therefor, for the full
amount of Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 5.4) payable by the Administrative Agent or such Lender, as the case may be, and any reasonable
out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability
(along with a written statement setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Parent
Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d)            Evidence
of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority as provided in this
Section 5.4, the Parent Borrower shall deliver to the Administrative Agent and the Lenders the original or a certified copy
of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment
or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(e)            Status
of Lenders and Tax Documentation.


 



  (i)            Each Lender shall deliver to the Parent Borrower
and to the Administrative Agent, at such time or times reasonably requested by the Parent Borrower or the Administrative Agent, such
properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any jurisdiction and
such other reasonably requested information as will permit the Parent Borrower or the Administrative Agent, as the case may be, to
determine (A) whether or not any payments made hereunder or under any other Credit Document are subject to withholding Taxes,
(B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available
exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant
to any Credit Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable
jurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 5.4(e) (including
any specific documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on or prior to the
Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) whenever a lapse of time or change in
circumstances renders such documentation obsolete, expired or inaccurate in any respect and (iii) from time to time thereafter
if reasonably requested by the Parent Borrower or the Administrative Agent. Each such Lender shall also promptly notify in writing
the Parent Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation
previously provided.


 


Notwithstanding anything to
the contrary in this Section 5.4, no Lender or the Administrative Agent shall be required to deliver any documentation that
it is not legally eligible to deliver.


 


(ii)                          Without
limiting the generality of the foregoing:


 


(A)          any
Lender that is a U.S. Person (a “U.S. Lender”) shall deliver to the Parent Borrower and the Administrative Agent executed
copies of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably
requested by the Parent Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


(B)           each
Non-U.S. Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding
tax with respect to any payments hereunder or under any other Credit Document shall deliver to the Parent Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) whichever of the following is applicable:


 






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(1)            executed
copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form thereto) claiming eligibility for benefits of an
income tax treaty to which the United States is a party;


 


(2)             executed
copies of Internal Revenue Service Form W-8ECI (or any successor form thereto);


 


(3)            in
the case of a Non-U.S. 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 J-1, J-2, J-3 or J-4, as applicable, (a
 “Non-Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not (A) a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code and that no payments under any Credit Document are effectively connected with such Non-U.S. Lender’s conduct of a United
States trade or business and (y) executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor thereto);


 


(4)            where
such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold
a participation), Internal Revenue Service Form W-8IMY (or any successor thereto), accompanied by Internal Revenue Service Form W-8ECI, Internal
Revenue service Form W-8BEN or W-8BEN-E and/or Internal Revenue Service Form W-9 (in each case, or any successor thereto), and
all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits
of the portfolio interest exemption, a Non-Bank Tax Certificate of such beneficial owner(s)) (provided that, if the Non-U.S. Lender
is a partnership and not a participating Lender, the Non-Bank Tax Certificate(s) may be provided by the Non-U.S. Lender on behalf
of the direct or indirect partner(s)); or


 


(5)            executed
copies of any other form prescribed by applicable laws as a basis for claiming exemption from or a reduction in United States federal
withholding tax together with such supplementary documentation as may be prescribed by applicable laws to permit the Parent Borrower or
the Administrative Agent to determine the withholding or deduction required to be made;


 


(C)            if
a payment made to a Lender under any Credit 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 Parent Borrower and the Administrative Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Parent Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Parent Borrower or the Administrative Agent as may be necessary for the Parent Borrower and the Administrative
Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (C),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






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(iii)                        On
or before the date the Administrative Agent (or any successor thereto) becomes a party to this Agreement, such Administrative Agent shall
provide to the Parent Borrower two duly-signed properly completed copies of the documentation prescribed in clauses (A) or
(B) below, as applicable (together with any required attachments): (A) IRS Form W-9 or any successor thereto, or
(B)(x) IRS Form W-8ECI, or any successor thereto with respect to payments, if any, received by the Administrative Agent for
its own account, and (y) with respect to payments received on account of any Lender, executed copies of IRS Form W-8IMY (or
any successor form) certifying that the Administrative Agent is either (a) a “qualified intermediary” or (b) a “U.S.
branch” and that payment it receives for others are not effectively connected with the conduct of a trade or business in the United
States, in each case certifying that the Administrative Agent is assuming primary withholding responsibility under Chapters 3 and 4 of
the Code and primary Form 1099 reporting and backup withholding responsibility for payments it receives for the accounts of others,
with the effect that the Parent Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed
by the United States. At any time thereafter, the Administrative Agent shall update documentation previously provided (including, if applicable,
any successor forms thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the
reasonable request of the Parent Borrower. The Administrative Agent shall also promptly notify the Parent Borrower in writing of its legal
inability to do so.


 


(f)            Treatment
of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it
has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Credit Party or with respect
to which any Credit Party has paid additional amounts pursuant to this Section 5.4, the Administrative Agent or such Lender
(as applicable) shall promptly pay to the Parent Borrower an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Credit Parties under this Section 5.4 with respect to the Indemnified Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) incurred by the Administrative Agent or such
Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund); provided that the Parent Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to the Parent Borrower pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. In such event, the Administrative Agent or such Lender, as the case may
be, shall, at the Parent Borrower’s request, provide the Parent Borrower with a copy of any notice of assessment or other evidence
of the requirement to repay such refund received from the relevant taxing authority (provided that the Administrative Agent or
such Lender may delete any information therein that it deems confidential). Notwithstanding anything to the contrary in this paragraph
(f), in no event will the Administrative Agent or any Lender be required to pay any amount to an indemnifying party pursuant to this paragraph
(f) the payment of which would place the Administrative Agent or any Lender in a less favorable net after-Tax position than the Administrative
Agent or any Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection
shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to any Credit Party or any other Person.


 


(g)           If
the Administrative Agent is a U.S. Person, it shall provide the Parent Borrower with two duly completed original copies of Internal Revenue
Service Form W-9. If the Administrative Agent is not a U.S. Person, it shall provide applicable Internal Revenue Service Form W-8
(together with required accompanying documentation) with respect to payments to be received by it on behalf of the Lenders.


 


(h)            Each
party’s obligations under this Section 5.4 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 the Credit Documents.


 






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5.5            Computations
of Interest and Fees.


 


(a)            Except
as provided in the next succeeding sentence, interest on Eurocurrency Loans shall be calculated on the basis of a 360-day year for the
actual days elapsed. Interest on ABR Loans shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual
days elapsed.


 


(b)             Fees
shall be calculated on the basis of a 360-day year for the actual days elapsed.


 


(c)           For
the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in
connection herewith is to be calculated on the basis of a 360-day or any other period of time that is less than a calendar year, the yearly
rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days
in the calendar year in which the same is to be ascertained and divided by 360 or such other period of time, as applicable. The rates
of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest
does not apply to any interest calculation under this Agreement.


 


5.6             Limit
on Rate of Interest.


 


(a)            No
Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the Borrowers shall not be obliged to pay any
interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount
or rate permitted under or consistent with any applicable law, rule or regulation.


 


(b)            Payment
at Highest Lawful Rate. If the Borrowers are not obliged to make a payment that they would otherwise be required to make, as a result
of Section 5.6(a), the Borrowers shall make such payment to the maximum extent permitted by or consistent with applicable
laws, rules, and regulations (the “Maximum Rate”).


 


(c)            Adjustment
if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate the Borrowers
to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by
any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted
with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment
to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by the Borrowers to the affected
Lender under Section 2.8; provided that to the extent lawful, the interest or other amounts that would have been payable
but were not payable as a result of the operation of this Section shall be cumulated and the interest 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 Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


Notwithstanding the foregoing,
and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrowers an amount in excess
of the maximum permitted by any applicable law, rule or regulation, then the Borrowers shall be entitled, by notice in writing to
the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such
amount shall be deemed to be an amount payable by that Lender to the Borrowers.


 






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Without limiting the generality
of the foregoing, if any provision of this Agreement would oblige any Credit Party that is organized under the laws of Canada or any Province
thereof to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited
by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed
under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted
with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law
or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to
the extent necessary (but only to the extent necessary), as follows:


 


(i)            first,
by reducing the amount or rate of interest; and


 


(ii)         thereafter,
by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would
constitute interest for purposes of Section 347 of the Criminal Code (Canada).


 


Section 6.            Conditions
Precedent.


 


6.1            Conditions
Precedent to the Closing Date. The effectiveness of this Agreement and the initial Borrowing under this Agreement are subject to the
satisfaction of the following conditions precedent, except as otherwise waived by the Required Lenders in their sole discretion.


 


(a)          Credit
Documents. This Agreement and the other Credit Documents shall be satisfactory to the Required Lenders and delivered to the Administrative
Agent and the Lenders and there shall have been delivered to the Administrative Agent and the Lenders a duly executed counterpart of this
Agreement and each of the other Credit Documents by the applicable parties thereto (which may include telecopy transmission of a signed
signature page).


 


(b)            Confirmation
Order. The Confirmation Order, authorizing the U.S. Borrower, certain Guarantors, and their Subsidiaries to execute, deliver, and
perform their obligations under this Agreement (including the payment of all fees with respect thereto), shall be in full force and effect
and shall not (i) have been stayed, reversed, vacated, amended, supplemented or otherwise modified in any manner that could be reasonably
expected to materially adversely affect the interests of the Agents or the Required Lenders or (ii) be the subject of an appeal.


 


(d)            Canadian
Confirmation Order. The Canadian Confirmation Order, among other things, recognizing and giving full force and effect to the Confirmation
Order in Canada (including the payment of all fees with respect thereto), shall have been entered and shall be in full force and effect
and shall not (i) have been stayed, reversed, vacated, amended, supplemented or otherwise modified in any manner that could be reasonably
expected to adversely affect the interests of the Administrative Agent or the Required Lenders or (ii) be the subject of an appeal.


 


(e)            Exit
Transactions. The Exit Transactions, including the Approved Plan and all transactions contemplated therein and in the Confirmation
Order and the Canadian Confirmation Order to occur on the effective date of the Approved Plan, shall have been (or concurrently with the
occurrence of the Closing Date, shall be) substantially consummated in accordance with applicable law, the Bankruptcy Court, and regulatory
approvals and on terms and conditions, and pursuant to documentation in form and substance reasonably satisfactory to, the Required Lenders.


 


(f)            Closing
Certificate. The Administrative Agent shall have received a certificate dated as of the Closing Date and signed by an Authorized Officer
of a Borrower (i) confirming compliance with Section 6.1(i) and 6.1(m).


 






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(g)            Authorization
of Proceedings of the Borrowers and the Guarantors; Corporate Documents. The Administrative Agent shall have received a certificate
of each Credit Party dated as of the Closing Date, which shall contain appropriate attachments, including (i) a copy of the resolutions,
minutes or written consents of the board of directors, the sole director or other managers of each Credit Party (or a duly authorized
committee thereof) authorizing (a) the execution, delivery, and performance of the Credit Documents (and any agreements relating
thereto) to which it is a party and (b) in the case of the Borrowers, the extensions of credit contemplated hereunder, (ii) the
Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement, Articles of Association or other comparable
organizational documents, as applicable, of each Credit Party as in effect on the Closing Date, (iii) signature, specimen signatures
and/or incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of each Credit Party executing
any Credit Document to which it is a party and (iv) good standing certificates (to the extent applicable) in the respective jurisdictions
of organization of each Credit Party.


 


(h)            Fees.
All Fees due and payable on or before the Closing Date, including, to the extent invoiced not less than one Business Day prior to the
Closing Date, reimbursement or payment of the reasonable and documented expenses (including the premiums and recording taxes and fees
and the reasonable and documented fees and expenses of the Specified Lender Advisors (as defined in the DIP Credit Agreement), the Lender
Advisors (each as defined in the DIP Credit Agreement) and the Agent Advisors (as defined herein and in the DIP Credit Agreement), and
the fees and expenses of any local counsel of the Lenders, shall be paid (or will be paid from the proceeds of the Loans)), in each case,
to the extent required to be reimbursed or paid by the Credit Parties hereunder or under any other Credit Document.


 


(i)            Representations
and Warranties. Each of the representations and warranties set forth in Section 8 hereof or in any other Credit Document
shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of the Closing Date with the
same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier
date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except
that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall
be true and correct in all respects as of such earlier date).


 


(j)            Funds
Flow. The Administrative Agent and the Lenders shall have received a Flow of Funds Statement in form and substance acceptable to the
Required Lenders.


 


(k)           Patriot
Act. The Administrative Agent (or its counsel) shall have received at least three Business Days prior to the Closing Date such documentation
and information as is reasonably requested in writing at least ten Business Days prior to the Closing Date by the Administrative Agent
about the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the Patriot Act.


 


(l)            Solvency
Certificate. The Administrative Agent and the Lenders shall have received a solvency certificate from an Authorized Officer of the
U.S. Subsidiary Borrower (after giving effect to the Exit Transactions) substantially in the form attached hereto as Exhibit B.


 


(m)           No
Default. On the Closing Date and immediately after giving effect to any Loans made on the Closing Date and the application of the
proceeds thereof, no Default or Event of Default shall have occurred and be continuing on such date.


 






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(n)            Legal
Opinions. The Administrative Agent and the Lenders shall have received, on behalf of itself, the other Agents, and the Lenders, a
written opinion of Weil, Gotshal & Manges LLP, special counsel for the Credit Parties, Stikeman Elliott, special Canadian counsel
for the Credit Parties, Cox & Palmer, special Canadian counsel for the Credit Parties in the Provinces of New Brunswick and Nova
Scotia, William Fry, special Irish counsel for the Credit Parties, McCann Fitzgerald, special Irish counsel for the Secured Parties, Weil,
Gotshal & Manges LLP, special UK counsel for the Credit Parties, Loyens & Loeff Luxembourg S.à r.l., special
Luxembourg counsel for the Credit Parties, GDM Avocats, special Luxembourg counsel for the Secured Parties, which opinions will be (A) dated
the Closing Date, (B) addressed to the Agents and the Lenders and (C) covering such matters relating to the Credit Documents
as the Required Lenders and the Administrative Agent shall reasonably request.


 


(o)            Second
Out Term Loan Facility. The Administrative Agent and the Lenders shall have received evidence reasonably satisfactory to them that
substantially simultaneously with the deemed making of the Loans hereunder on the Closing Date, the Second Out Term Loan Credit Agreement
and the other Second Out Term Credit Documents, in each case, shall have been entered into, and the financing transactions thereunder
shall have been consummated.


 


(p)          Receivables
Facility. The Administrative Agent and the Lenders shall have received evidence reasonably satisfactory to them that substantially
simultaneously with the deemed making of the Loans hereunder on the Closing Date, Receivables Facility shall have been entered into, and
the financing transactions thereunder shall have been consummated, all in accordance with the Approved Plan.


 


(q)            Notice
of Borrowing. The Administrative Agent and the Lenders shall have received a Notice of Borrowing with respect to the New Money Term Loans
meeting the requirements of Section 2.3.


 


(r)            Material
Adverse Effect. Since the Petition Date, there shall not have occurred any event, change, occurrence or effect that has had or would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(s)           Existing
Indebtedness. The obligations under the DIP Credit Agreement and the Pre-Petition Credit Agreements shall have been repaid (or deemed
repaid) on the Closing Date, including the conversion of DIP Loans to the Rolled Up Term Loans hereunder; provided, however, any
fees and expenses due and owing under the DIP Credit Agreement will be paid in full in cash on the Closing Date pursuant to the Approved
Plan. The Administrative Agent and the Lenders shall have received satisfactory release documents or to the extent relevant, deeds of
release, with respect to all existing Indebtedness under the DIP Credit Agreement and the Pre-Petition Credit Agreement and, in each case,
which confirms that all Liens upon any of the property of the Credit Parties in connection with the obligations thereunder will be terminated
concurrently with such payment.


 


For purposes of determining
compliance with the conditions specified in this Section 6.1 on the Closing Date, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


Section 7.     [Reserved].


 


Section 8.     Representations
and Warranties


 


In order to induce the Lenders
to enter into this Agreement and to make the Loans provided for herein, Holdings and each Borrower make the following representations
and warranties to each Agent and the Lenders on the Closing Date (it being understood that the following representations and warranties
shall be deemed made with respect to any Foreign Subsidiary only to the extent relevant under applicable law):


 






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8.1            Corporate
Status. Each Credit Party (a) is a duly organized and validly existing corporation, limited liability company or other entity
in good standing (if applicable) under the laws of the jurisdiction of its organization and subject to the entry of and the terms of the
Confirmation Order, and subject to any restrictions arising on account of any Credit Party’s status as a “debtor” under
the Bankruptcy Code, has the corporate, limited liability company or other organizational power and authority to own its property and
assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in
good standing (if applicable) in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified
or authorized, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


8.2            Corporate
Power and Authority. Subject to the entry of and the terms of the Confirmation Order, each Credit Party has the corporate or other
organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a
party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the
Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party
and subject to the entry of and the terms of the Confirmation Order, each Credit Document constitutes the legal, valid, and binding obligation
of each Credit Party enforceable in accordance with its terms , subject to the Legal Reservations.


 


8.3            No
Violation. Subject to the entry of and the terms of the Confirmation Order, and the terms thereof, neither the execution, delivery
or performance by any Credit Party of the Credit Documents to which it is a party nor compliance with the terms and provisions thereof
nor the other transactions contemplated hereby or thereby will (a) contravene any applicable provision of any material law, statute,
rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (b) result in any breach of any
of the terms, covenants, conditions or provisions of, or constitute a default (that is not excused by the Bankruptcy Code) under, or result
in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit Party
or any of its Subsidiaries (other than Liens created under the Credit Documents, any restrictions arising on account of such Credit Party’s
status as a “debtor” under the Bankruptcy Code, or Permitted Liens) pursuant to, the terms of any indenture, loan agreement,
lease agreement, mortgage, deed of trust, agreement or other instrument to which such Credit Party or any of its Subsidiaries is a party
or by which it or any of its property or assets is bound (any such term, covenant, condition or provision, a “Contractual Requirement”)
other than to the extent any such breach, default or Lien would not reasonably be expected to result in a Material Adverse Effect or (c) violate
any provision of the certificate of incorporation, by-laws, articles or other organizational documents of such Credit Party or any of
its Subsidiaries.


 


8.4            Litigation.
Except for the Chapter 11 Cases and the Canadian Recognition Proceeding, there are no actions, suits or proceedings pending or, to the
knowledge of any Credit Party, threatened in writing against any Credit Party or any of its Subsidiaries (a) that would reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect or (b) that involves this Agreement or the
Exit Transactions.


 


8.5            Margin
Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation
T, U or X of the Board.


 






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8.6            Governmental
Approvals. Subject to the entry of and the terms of the Confirmation Order, the execution, delivery and performance of each Credit
Document does not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority, except
for (i) such as have been obtained or made and are in full force and effect, (ii) filings, consents, approvals, registrations
and recordings in respect of the Liens created pursuant to the Security Documents (and to release existing Liens), and (iii) such
licenses, approvals, authorizations, registrations, filings or consents the failure of which to obtain or make would not reasonably be
expected to result in a Material Adverse Effect.


 


8.7            Investment
Company Act. No Credit Party nor any of its Subsidiaries is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


 


8.8            True
and Complete Disclosure.


 


(a)            None
of the written information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Credit
Parties any of their Subsidiaries or any of their respective authorized representatives to the Administrative Agent and/or any Lender
on or before the Closing Date (including all such written information and data contained in the Credit Documents) for purposes of or in
connection with this Agreement or any transaction contemplated herein, contain any untrue statement of any material fact or omitted to
state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light
of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being
understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma
financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other
forward-looking information and information of a general economic or general industry nature.


 


(b)           The
projections (including financial estimates, forecasts, and other forward-looking information) contained in the information and data referred
to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at
the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ from the projected results and such differences may be
material.


 


8.9            Financial
Condition; Financial Statements.


 


(a)            Holdings
has heretofore furnished to the Lenders its audited consolidated balance sheet and statement of income, stockholders equity and cash flows
as of and for the fiscal years ended January 31, 2019 and January 31, 2018. Such financial statements present fairly in all
material respects the combined financial position of Holdings and its Subsidiaries at the respective dates of said information, statements
and results of operations for the respective periods covered thereby. The financial statements referred to in clause (a) of
this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes
to said financial statements.


 


(b)           Since
the Petition Date, there has been no event, change or condition that has had or could reasonably be expected to have a Material Adverse
Effect.


 


(c)            Except
as set forth in the financial statements referred to in Section 8.9(a), the Chapter 11 Cases and the Canadian Recognition
Proceeding, there are no liabilities of any Credit Party of any kind, whether accrued, contingent, absolute, determined, determinable
or otherwise, which would reasonably be expected to result in a Material Adverse Effect.


 


8.10          Compliance
with Laws; No Default. Subject to the entry of the Confirmation Order, each Credit Party and each of its Subsidiaries is in compliance
with all Requirements of Law applicable to it or its property, except where the failure to be so in compliance would not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is continuing.


 






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8.11          Tax
Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or is excused
by the Bankruptcy Court or as a result of the filing of the Chapter 11 Cases, (a) each Credit Party and each of its Subsidiaries
has filed all Tax returns required to be filed by it (including in its capacity as Withholding Agent) and has timely paid all Taxes payable
by it that have become due, and (b) there is no current or proposed Tax assessment, deficiency or other claim against any Credit
Party or any of its Subsidiaries, other than, in each of clauses (a) and (b), those being contested in good faith and
by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP or the nonpayment of which is
permitted or required under the Bankruptcy Code.


 


8.12          Compliance
with ERISA and Foreign Plans.


 


(a)            Except
as would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur.


 


(b)           Except
as would not reasonably be expected to have a Material Adverse Effect, no Foreign Plan Event has occurred or is reasonably expected to
occur.


 


(c)            Except
as would not reasonably be expected to have a Material Adverse Effect:


 


(i)   All
Canadian Pension Plans are duly registered under the Income Tax Act (Canada), applicable pension standards legislation and any
other applicable laws which require registration, and no event has occurred which could reasonably be expected to cause the loss of such
registered status. Schedule 8.12 lists the name and registration number of each Canadian Pension Plan. The Canadian Pension Plans
have each been administered, funded and invested in accordance with the terms of particular plan, all applicable laws including, where
applicable, the Income Tax Act (Canada) and pension standards legislation, and the terms of all applicable collective bargaining
agreements.


 


(ii)  All
material obligations of each Credit Party (including fiduciary, funding, investment and administration obligations) required to be performed
in connection with the Canadian Pension Plans and the funding agreements therefor have been performed on a timely basis. There are no
outstanding disputes concerning the assets of the Canadian Pension Plans. No promises of material benefit improvements under the Canadian
Pension Plans have been made. All employee and employer contributions required to be withheld, made, remitted or paid to or in respect
of each Canadian Pension Plan and all other amounts that are due to the pension fund of any Canadian Pension Plan from any Credit Party
have been withheld, made, remitted or paid on a timely basis in accordance with the terms of such plans, any applicable collective bargaining
agreement and all applicable laws.


 


(iii) There
has been no improper withdrawal or application of the assets of the Canadian Pension Plans. No event has occurred which could reasonably
be expected to give rise to a partial or full termination of any Canadian Pension Plan. No event has occurred or is reasonably expected
to occur that could trigger or otherwise require immediate or accelerated funding in respect of any Canadian Defined Benefit Plan.


 






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8.13          Subsidiaries.
Schedule 8.13 sets forth (a) a correct and complete list of the name and relationship to Holdings of each Subsidiary, (b) a
true and complete listing of each class of each of the Borrower’s authorized Equity Interests, all of which issued shares are validly
issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 8.13,
and (c) the type of entity of Holdings and each Subsidiary. Except as set forth on Schedule 8.13, there are no outstanding
commitments or other obligations of any Credit Party to issue, and no options, warrants or other rights of any Person to acquire, any
shares of any class of Capital Stock or other Equity Interests of any Credit Party.


 


8.14          Intellectual
Property. Other than as a result of the Chapter 11 Cases and subject to any necessary orders or authorization of the Bankruptcy Court,
each Credit Party and its Subsidiaries owns or is licensed to use all Intellectual Property that is material to and used in or otherwise
necessary for the operation of their respective businesses as currently conducted. The operation of their respective businesses by each
of the Credit Parties and its Subsidiaries does not infringe upon, misappropriate, violate or otherwise conflict with the Intellectual
Property of any third party, except as would not be material to the businesses of each Credit Party and its Subsidiaries.


 


8.15          Environmental
Laws.


 


(a)            Except
as set forth on Schedule 8.15, or as would not reasonably be expected to have a Material Adverse Effect: (i) each of the Credit
Parties and its Subsidiaries and their respective operations and properties are in compliance with all applicable Environmental Laws;
(ii) none of the Credit Parties or any Subsidiary has received written notice of any Environmental Claim; (iii) none of the
Credit Parties or any Subsidiary is conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental
Law at any location; and (iv) no underground or above ground storage tank or related piping, or any impoundment or other disposal
area containing Hazardous Materials is located at, on or under any Real Estate currently owned or leased by the Credit Parties or any
Subsidiary.


 


(b)           Except
as set forth on Schedule 8.15, No Credit Party or any of its Subsidiaries has treated, stored, transported, Released or arranged
for disposal or transport for disposal or treatment of Hazardous Materials at, on, under or from any currently or, formerly owned or operated
property nor, to the knowledge of any Credit Party, has there been any other Release of Hazardous Materials at, on, under or from any
such properties, in each case, in a manner that would reasonably be expected to have a Material Adverse Effect.


 


8.16          Properties.
Other than as a result of the Chapter 11 Cases and subject to any necessary authorization of the Bankruptcy Court:


 


(a)           Each
of the Credit Parties and its Subsidiaries has good and valid record title to, valid leasehold interests in, or rights to use, all properties
that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear
of all Liens (other than any Liens permitted by this Agreement) and except where the failure to have such good title or interest would
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (b) no Mortgage encumbers improved
Real Estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special
flood hazards within the meaning of the National Flood Insurance Act of 1968, as amended, unless flood insurance available under such
act has been obtained in accordance with Section 9.3(b).


 


(b)            Set
forth on Schedule 8.16(b) is a list of each real property owned by any Credit Party as of the Closing Date having a Fair Market
Value in excess of $2,000,000.


 


(c)          Set
forth on Schedule 8.16(c) is a list of each real property leased by any Credit Party as of the Closing Date where Collateral
with an aggregate value in excess of $1,000,000 is located.


 


8.17           No
EEA Financial Institution. No Credit Party is an EEA Financial Institution.


 






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8.18         Center
of Main Interests. With respect to any Credit Party formed, incorporated or organized in the European Union, for the purposes of Regulation
(EU) No 2015/848 on insolvency proceedings as amended (the “European Union Regulation”), its center of main interest
(as that term is used in Article 3(1) of the European Union Regulation) is situated in its jurisdiction of incorporation, and
it has no “establishment” (as that term is used in Article 2(h) of the European Union Regulation) in any other jurisdiction.


 


8.19          OFAC;
USA PATRIOT Act; FCPA.


 


(a)          On
the Closing Date, the use of proceeds of the Loans will not violate the PATRIOT Act, OFAC Regulations, and other Anti-Terrorism Laws.


 


(b)            To
the extent applicable, each Credit Party and its Subsidiaries is in compliance, in all material respects, with (i) the Trading with
the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto (“OFAC Regulations”),
(ii) the USA PATRIOT Act, (iii) the FCPA and (iv) AML Legislation, the Corruption of Foreign Public Officials Act
(Canada) and any other similar applicable law.


 


(c)          No
part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended (“FCPA”).


 


(d)           No
Credit Party (i) is currently the subject of any Sanctions or (ii) is located, organized or residing in any Designated Jurisdiction.
No Loan, nor the proceeds from any Loan, has been used by any Credit Party, directly, to lend, contribute, provide or has otherwise made
available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized
or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation
by any Person (including any Lender and the Administrative Agent) of Sanctions.


 


8.20         Security
Interest in Collateral. Except to the extent otherwise contemplated by Schedule 9.14 and subject to the terms of the Legal Reservations,
the Perfection Requirements, the provisions of this Agreement and the other relevant Credit Documents, the Security Documents create legal,
valid and enforceable Liens on all of the Collateral in favor of the Collateral Agent, for the benefit of itself and the other Secured
Parties, and such Liens constitute perfected Liens (with the priority such Liens are expressed to have within the relevant Security Documents)
on the Collateral (to the extent such Liens are required to be perfected under the terms of the Credit Documents) securing the Obligations,
in each case as and to the extent set forth therein.


 


8.21          Use
of Proceeds. Subject to the terms and conditions herein, the use of the proceeds of the Initial Term Loans made hereunder shall be
used by the Borrowers, solely on or after the Closing Date: (i) to repay and refinance on the Closing Date on a dollar for dollar
basis certain then outstanding Indebtedness under the DIP Credit Agreement, (ii) to pay related transaction costs, fees and expenses
with respect to the Credit Documents and the Exit Transactions, and (iii) to provide working capital, and for other general corporate
purposes of the Credit Parties and their respective Subsidiaries. Credit Parties shall not be permitted to use the proceeds of the Loans
in contravention of the provisions of the Credit Documents.


 


8.22          Insurance.
The Credit Parties are in compliance with Section 9.3.


 






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8.23          Solvency.
On the Closing Date, after giving effect to the Exit Transactions, (a) the fair value of the properties of the Credit Parties, taken
as whole, will exceed their debts and liabilities, subordinated, contingent or otherwise, taken as a whole, (b) the present fair
saleable value of the Property of the Credit Parties, taken as a whole, will be greater than the amount that will be required to pay the
probable liability of their debts and other liabilities, subordinated, contingent or otherwise, taken as a whole, as such debts and other
liabilities become absolute and matured, (c) the Credit Parties, taken as a whole, have not incurred and do not intend to incur debts
beyond their ability to pay such debts as they become due; and (d) the Credit Parties, taken as a whole, will not have unreasonably
small capital with which to conduct their business in which they are engaged as such businesses are now conducted and are proposed, contemplated
or about to be conducted following the Closing Date.


 


Section 9.     Affirmative
Covenants.


 


Holdings and each Borrower
hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments have terminated in accordance with the terms
of this Agreement and the Loans, together with interest, Fees and all other Obligations incurred hereunder (other than contingent indemnity
obligations and Secured Hedge Obligations and Secured Cash Management Obligations in respect of which arrangements satisfactory to the
counterparties thereto have been made), are paid in full:


 


9.1            Information
Covenants. The Parent Borrower will furnish to the Administrative Agent:


 


(a)           Commencing
with the fiscal year ending January 31, 2021, as soon as available and in any event on or before the date that is 90 days after the
end of each such fiscal year (or 120 days in respect of the fiscal year January 31, 2021) (or, if the financial statements required
by this clause (a) (or any Parent Entity financials delivered in lieu
thereof) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations
with respect to the Parent Borrower (or such Parent Entity)
for the filing of its annual reports on Form 10-K), the consolidated balance sheets of Holdings and the Subsidiaries as at the end
of each fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative
consolidated and/or combined figures for the preceding fiscal years (for periods occurring after the implementation of “fresh-start”
accounting), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public
accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of Holdings
or any of the Subsidiaries as a going concern (other than any exception, explanatory paragraph or qualification, that is expressly solely
with respect to, or expressly resulting solely from an upcoming maturity date under Loans hereunder or the
Second Out Term Loan Facility occurring within one year from the
time such opinion is delivered or anyany
other indebtedness of Holdings or any of the Subsidiaries or any breach or anticipated breach of a financial maintenance
covenant).


 


(b)            Quarterly
Financial Statements; Monthly Financial Statements.


 


(ib)          Quarterly
Financial Statements. Commencing with the fiscal quarter ending October 31, 2020, as
soon as available and in any event on or before the date that is 45 days (or with respect to the fiscal quarter ending
October 31, 2020, 60 days) (or, if the financial statements required by this clause (ib)
(or any Parent Entity financials delivered in lieu thereof)are required to be filed with the SEC, such other time period
as specified in the SEC’s rules and regulations with respect to the Parent Borrower (or
such Parent Entity) for the filing of its quarterly reports on Form 10-Q) after the end of each such quarterly accounting
period for the first three quarterly accounting periods of each fiscal year),
the consolidated balance sheets of Holdings and the Subsidiaries as at the end of such quarterly period and the related consolidated statements
of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly
period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the
applicable quarterly period, and setting forth comparative consolidated and/or combined figures for the related periods in the prior fiscal
year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year, all of which
shall be certified by an Authorized Officer of a Borrower as fairly presenting in all material respects the financial condition, results
of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting
from normal year-end adjustments and the absence of footnotes.


 






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(ii)            Monthly
Financial Statements. Commencing with the month ending September 30, 2020, as soon as available but in any event
not later than the thirtieth (30th) day (or with respect to the month ending September 30, 2020, forty-fifth (45th) day) after the
end of month, the unaudited financial summary of the financial performance, the unaudited consolidated balance sheet and the unaudited
consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of Holdings and the Subsidiaries
as of the end of and for such month and the then elapsed portion of the 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.


 


(c)            Officer’s
Certificates. Concurrently with the delivery of the financial statements provided for in Sections 9.1 (a) and (b)(i),
a certificate of an Authorized Officer of a Borrower demonstrating compliance with the financial covenant set forth in Section 10.7
for the applicable Test Periods (if then in effect) and to
the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent
thereof, as the case may be, which certificate shall set forth a specification of any change in the identity of the Subsidiaries as at
the end of such fiscal period, as the case may be, from the Subsidiaries provided to the Lenders on the Closing Date or the most recent
fiscal period, as the case may be.


 


(d)         Budget.
Within 90 days after the commencement of each fiscal year of the Parent Borrower commencing
with the fiscal year ended January 31, 2021, a budget of the Parent Borrower in reasonable detail on a quarterly basis for such fiscal
year as customarily prepared by management of the Parent Borrower for its
internal use consistent in scope with the financial statements provided pursuant to Section 9.1(a), setting forth the principal assumptions
upon which such budget is based (collectively, the “Projections”) (it being agreed such Projections shall be prepared
in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable at the time of preparation
of such Projections), it being understood and agreed that such Projections and assumptions as to future events are not to be viewed as
facts and that actual results during the period or periods covered by any such Projections may differ from the projected results and such
differences may be material.


 


(d)            [reserved].


 


(e)           Notice
of Material Events. Promptly (and in any event, unless otherwise set forth herein, within 5 Business Days thereof) after an Authorized
Officer of any Credit Party or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that
constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action
the Borrowers propose to take with respect thereto and (ii) any litigation or governmental proceeding pending against any Credit
Party or any of its Subsidiaries that would reasonably be expected to be determined adversely and, if so determined, to result in a Material
Adverse Effect;


 






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(f)          Notice
of Environmental Matters. Promptly (and in any event within 5 Business Days thereof) after an Authorized Officer of any Credit Party
or any Subsidiary thereof obtains knowledge of any one or more of the following environmental matters, unless such environmental matters
would not reasonably be expected to result in a Material Adverse Effect, notice of:


 


(i)            any
pending or threatened Environmental Claim against any Credit Party or any Real Estate; and


 


(ii)           the
conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or alleged presence, Release
or threatened Release of any Hazardous Material on, at, under or from any Real Estate.


 


All such notices shall describe
in reasonable detail the nature of the claim, investigation or removal, remedial or other corrective action in response thereto. The term
 “Real Estate” shall mean land, buildings, facilities and improvements owned or leased by any Credit Party or any of
its Subsidiaries.


 


(g)          Other
Information. Promptly upon filing thereof, copies of any filings (including on Forms 10-K, 10-Q or 8-K) or registration statements
with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by any Credit Party (or any Parent
Entity) or any of its Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in
the form it becomes effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any
registration statements on Form S-8) and copies of all financial statements, proxy statements, notices, and reports that the Credit
Parties or any of its Subsidiaries shall send to the holders of any publicly issued debt of Holdings and/or any of its Subsidiaries, in
their capacity as such holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent pursuant
to this Agreement) and, with reasonable promptness, such other information (financial or otherwise) as the Administrative Agent or the
Required Lenders may reasonably request in writing from time to time; provided that none of Holdings nor any of its Subsidiaries
will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes
non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent
or any Lender (or their respective contractors) is prohibited by law, or any binding agreement or (iii) that is subject to attorney
client or similar privilege or constitutes attorney work product.


 


Notwithstanding the foregoing,
the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial
information of the Credit Parties and their Subsidiaries by furnishing the applicable financial statements of Holdings or any direct
or indirect parent of HoldingsParent Entity,
as applicable, and including any Forms 10-K or 10-Q, as applicable, filed with the SEC; provided that, to the extent such information
relates to a parent of Holdings, such information is accompanied by unaudited
consolidating or other information that explains in reasonable detail the differences between the information relating to such parent,
on the one hand, and the information relating to Holdings and its Subsidiaries on a standalone basis, on the other hand.


 


Documents required to be delivered
pursuant to this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may
be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Parent
Borrower posts such documents, or provides a link thereto on the Parent Borrower’s or another Credit Party’s website on the
Internet; (ii) such documents are posted on behalf of the Credit Parties on IntraLinks/IntraAgency or another website, if any, to
which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at www.sec.gov;
provided that (A) the Borrowers shall, at the request of the Administrative Agent, continue to deliver copies (which delivery
may be by electronic transmission) of such documents to the Administrative Agent and (B) the Parent Borrower shall in any event notify
(which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any
website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery
of paper copies of such documents and maintaining its copies of such documents. The Required Lenders may waive any delivery requirement
set forth in this Section 9.1 (which waiver may be communicated via email by the Lender Advisor).


 






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Each Credit Party hereby acknowledges
and agrees that, unless the Parent Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished
pursuant to Sections 9.1(b) and (d) above are hereby deemed to be suitable for distribution, and to be made available,
to all Lenders.


 


9.2            Books,
Records, and Inspections.


 


(a)            Holdings
will, and will cause each Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders
to visit and inspect any of the properties or assets of Holdings and any such Subsidiary in whomsoever’s possession to the extent
that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection
to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and
records of Holdings and any such Subsidiary and discuss the affairs, finances and accounts of Holdings and of any such Subsidiary with,
and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to
such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or
advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any
such visits and inspections during the continuation of an Event of Default, (a) only the Administrative Agent (using such representatives
as it may elect in its sole discretion) on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders
under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar
year, which visits will be at Holdings’ expense, and (c)  notwithstanding anything to the contrary in this Section 9.2,
none of Holdings or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts
of, or discussion of, any document, information or other matter that (i) in respect of which disclosure to the Administrative Agent
or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (ii) is
subject to attorney-client or similar privilege or constitutes attorney work product; provided, further, that when an Event of Default
exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required
Lenders may do any of the foregoing at the expense of Holdings without limitation on frequency. The Administrative Agent and the Required
Lenders shall give the Borrowers the opportunity to participate in any discussions with the Credit Parties’ independent public accountants.


 


(b)            Holdings
will, and will cause each Subsidiary to maintain proper books of record and account, in which entries that are full, true and correct
in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and
matters involving the assets and business of Holdings and any such Subsidiary, as the case may be.


 






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9.3            Maintenance
of Insurance. (a) The Credit Parties will, and will cause each Material Subsidiary to, at all times maintain in full force and
effect, with insurance companies that Holdings (in the good faith judgment of the management of Holdings) are financially sound and responsible
at the time the relevant coverage is placed or renewed, insurance in at least such amounts as is reasonable and prudent in light of the
size and nature of its business and the availability of insurance on a cost-effective basis and against at least such risks (and with
such risk retentions) as is reasonable and prudent in light of the size and nature of its business and the availability of insurance on
a cost-effective basis; and the Parent Borrower will furnish to the Administrative Agent, promptly following written request from the
Administrative Agent (acting at the Direction of the Required Lenders), information presented in reasonable detail as to the insurance
so carried, (b) if (x) any improved portion of any Mortgaged Property is at any time located in an area identified by the Federal
Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made
available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto) and (y) the Collateral
Agent shall have delivered a notice to the Parent Borrower stating that such Mortgaged Property is located in such special flood hazard
area with respect to which such flood insurance has been made available, then the applicable Credit Party shall (i) obtain flood
insurance in such total amount and in such form as the Administrative Agent (acting at the Direction of the Required Lenders) or the Required
Lenders may from time to time reasonably require, and otherwise comply with the Flood Insurance Laws, (ii) deliver to the Administrative
Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent (acting at the Direction of
the Required Lenders), including, without limitation, a copy of the flood insurance policy and a declaration page relating to the
insurance policies required by this Section 9.3 which shall (1) identify the addresses of each property located in a
special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating
thereto, (3) provide that the insurer will give the Administrative Agent forty-five days written notice of cancellation or non-renewal
and shall include evidence of annual renewals of such insurance and (4) be otherwise in form and substance satisfactory to the Administrative
Agent (acting at the Direction of the Required Lenders) and (c) such insurance will (i) in the case of each casualty insurance
policy, contain a lender loss payable endorsement that names the Collateral Agent, on behalf of the Secured Parties as the lender loss
payee thereunder (or, in respect of insurance policies in Ireland, naming the Collateral Agent as co-insured) and (ii) in the case
of each casualty insurance policy, contain an additional insured endorsement that names the Collateral Agent, on behalf of the Secured
Parties as an additional insured thereunder (or, in respect of insurance policies in Ireland, naming the Collateral Agent as co-insured).


 


9.4           Payment
of Taxes. Holdings or the Borrowers will pay and discharge, and will cause each of their respective Subsidiaries to pay and discharge,
all material Taxes imposed upon them (including in any of their capacities as a Withholding Agent) or upon their income or profits, or
upon any properties belonging to them, prior to the date on which material penalties attach thereto, and all lawful material claims in
respect of any Taxes imposed, assessed or levied that, if unpaid, would reasonably be expected to become a material Lien upon any properties
of the Credit Parties or any of the Subsidiaries; provided that no Credit Party nor any of its Subsidiaries shall be required to
pay any such Tax that is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto
in accordance with GAAP or the failure to pay (i) is permitted or required under the Bankruptcy Code or (ii) would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


9.5            Preservation
of Existence; Consolidated Corporate Franchises. Subject to any necessary Bankruptcy Court approval, Holdings will, and will cause
each other Credit Party to, take all actions necessary (a) to preserve and keep in full force and effect its existence, organizational
rights and authority and (b) to maintain its rights, privileges (including its good standing (if applicable)), permits, Intellectual
Property rights, licenses and franchises necessary in the normal conduct of its business, in each case (other than with respect to the
presentation of the existence, organizational rights and authority of the Credit Parties), except to the extent that the failure to do
so would not reasonably be expected to have a Material Adverse Effect; provided, however, that each Credit Party and its
Subsidiaries may consummate any transaction permitted under Permitted Investments and Sections 10.2, 10.3, 10.4,
or 10.5.


 






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9.6            Compliance
with Statutes, Regulations, Etc. Holdings will, and will cause each of its Subsidiaries to, (a) comply with all applicable laws,
rules, regulations, and orders applicable to it or its property, including, without limitation, applicable laws administered by the Office
of Foreign Assets Control of the U.S. Department of the Treasury and the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations promulgated thereunder, and all governmental approvals or authorizations required to conduct its business, and to maintain
all such governmental approvals or authorizations in full force and effect, (b) comply with, and use commercially reasonable efforts
to ensure compliance by all tenants and subtenants, if any, with, all Environmental Laws, and obtain and comply with and maintain, and
use commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by Environmental Laws, and (c) conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal, and other actions required under Environmental Laws and promptly comply with
all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders and directives which
are being timely contested in good faith by proper proceedings, except (i) in each case of (a), (b), and (c) of
this Section 9.6, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect or (ii) compliance
is excused by, or otherwise prohibited by, the provisions of the Bankruptcy Code or as a result of the Chapter 11 Cases.


 


9.7            Employee
Benefit Matters. (a) The Parent Borrower will furnish to the Administrative Agent promptly following receipt thereof, copies
of any documents described in Sections 101(k) or 101(l) of ERISA that any Credit Party or any of its Subsidiaries may request
with respect to any Multiemployer Plan to which a Credit Party or any of its Subsidiaries is obligated to contribute; provided
that if any Credit Party or any of its Subsidiaries have not requested such documents or notices from the administrator or sponsor of
the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent or the Required Lenders (which request may
be communicated via email by the Lender Advisor), such Credit Party shall promptly make a request for such documents or notices from such
administrator or sponsor and the Borrowers shall provide copies of such documents and notices to the Administrative Agent (for distribution
to the Lenders) promptly after receipt thereof.


 


9.8            Maintenance
of Properties. Subject to any necessary Bankruptcy Court approval, Holdings will, and will cause each of its Subsidiaries to, keep
and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear, casualty,
and condemnation excepted, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


9.9            Transactions
with Affiliates. Holdings will conduct, and cause each of its Subsidiaries to conduct, all transactions with any of its Affiliates
(other than Holdings and the Credit Parties) involving aggregate payments or consideration in excess of $5,000,000the
greater of (1) $20,000,000 and (2) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma
Basis) for any individual transaction or series of related transactions on terms that are at least substantially as favorable
to Holdings or such Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate,
as determined by the board of directors of Holdings or such Subsidiary in good faith; provided that the foregoing restrictions
shall not apply to (a) transactions permitted by Section 10.5, (b) consummation of the Exit Transactions and the payment
of the Transaction Expenses, (c) the issuance of Capital Stock or Stock Equivalents of the Parent Borrower (or any direct or indirect
parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (d) loans, advances and other transactions
between or among Holdings, the Parent Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which
the Parent Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Parent Borrower
but for the Parent Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary)
to the extent permitted under Section 10, (e) employment and severance arrangements between the Parent Borrower and its Subsidiaries
and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans
and other compensatory arrangements) in the ordinary course of business (including loans and advances in connection therewith), (f) payments
by the Parent Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the
Parent Borrower (and any such parent) and the Subsidiaries that are permitted under Section 10.5 and (B); provided
that in each case the amount of such payments in any fiscal year does not exceed the amount that the Parent Borrower and its Subsidiaries
would have been required to pay in respect of such foreign, federal, state and/or local taxes for such fiscal year had the Parent Borrower
and its Subsidiaries paid such taxes separately from any such direct or indirect parent company of the Parent Borrower, (g) the payment
of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers,
employees of the Parent Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to
the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries, (h) transactions pursuant to any
agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long
as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken
as a whole as compared to the applicable agreement as in effect on the Closing Date as determined by the Parent Borrower in good faith)
and (i) any customary transactions with a Receivables Subsidiary effected as part of a Receivables Facility.


 






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9.10          End
of Fiscal Years. Holdings and each of its Subsidiaries will maintain its fiscal year as in effect on the Closing Date unless the Required
Lenders consent to any change to such fiscal year (which consent may be communicated via an email from any of the Lender Advisor).


 


9.11         Additional
Guarantors and Grantors. Subject to any applicable limitations set forth in this Agreement or in the Security Documents, Holdings
will take action necessary to cause each direct or indirect Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased
or acquired after the Closing Date and each other Subsidiary that ceases to constitute an Excluded Subsidiary, within 30 days (or 60 days
with respect to any Subsidiary not organized in the United States, Canada or Ireland, as extended to 90 days in respect of any Material
Subsidiary with respect to which the Parent Borrower is obtaining a tax analysis) from the date of such formation, acquisition, cessation
or request, as applicable (or such longer period as the Required Lenders may agree in their reasonable discretion (such extension may
be communicated via email by the Lender Advisor)), to execute a supplement to each of the Guarantee, the U.S. Pledge Agreement or a Foreign
Pledge Agreement, as applicable, and execute any of the Irish Security Documents, as applicable, and the U.S. Security Agreement or a
Foreign Security Agreement, as applicable, in order to become a Guarantor under the Guarantee and a grantor under such Security Documents
or, to the extent reasonably requested by the Collateral Agent (acting at the Direction of the Required Lenders), enter into a new Security
Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory
to the Collateral Agent (acting at the Direction of the Required Lenders) and take all other action requested by the Required Lenders
(which may be communicated via email by the Lender Advisor) to grant a perfected security interest in its assets to substantially the
same extent as created and perfected by the Credit Parties on the Closing Date and pursuant to Section 9.14(d) in the
case of such Credit Parties.


 


9.12         Pledge
of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in this Agreement and in the Security
Documents, and other than when in the reasonable determination of the Required Lenders and the Parent Borrower (as agreed to in writing),
the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom, the Parent
Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Subsidiary (other than any Excluded
Stock and Stock Equivalents) held directly by Holdings or any other Credit Party, and
(ii) all evidences of Indebtedness in excess of $2,500,000 received
by Holdings or any of the Guarantors in connection with any disposition
of assets pursuant to Section 10.4(b),
and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $2,500,00010,000,000
of Holdings or any Subsidiary that is owing to Holdings or any other Credit Party, in each case, to be delivered to the Collateral Agent
as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security
Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral
Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such
promissory note is not delivered to any other party other than the Parent Borrower or any other Credit Party, in each case, owed money
thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.


 






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9.13         Use
of Proceeds. The Borrowers will, and will cause each Subsidiary to use the proceeds of the Initial Term Loans only for the purposes
set forth in Section 8.22.


 


9.14         Further
Assurances.


 


(a)           Subject
to the terms of Sections 9.11 and 9.12, this Section 9.14 and the Security Documents, Holdings and the Borrowers
will, and will cause each Credit Party (or any Subsidiary thereof) to, execute any and all further documents, financing statements, agreements,
and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages,
deeds of trust, and other documents) that may be required under any applicable law, or that the Collateral Agent (acting at the Direction
of the Required Lenders) or the Required Lenders may reasonably request, in order to grant, preserve, protect, and perfect the validity
and priority of the security interests created or intended to be created by the applicable Security Documents, all at the expense of the
Credit Parties.


 


(b)          Subject
to any applicable limitations set forth in this Agreement or the Security Documents, and other than when in the reasonable determination
of the Required Lenders and the Parent Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive
in view of the benefits to be obtained by the Lenders therefrom, if any assets (other than Excluded Property) (including any real estate
or improvements thereto or any interest therein (to the extent not constituting Excluded Real Property) but excluding Capital Stock and
Stock Equivalents of any Subsidiary (at the time of acquisition) are acquired by any Credit Party after the Closing Date (other than assets
constituting Collateral under a Security Document that become subject to the Lien of the applicable Security Document upon acquisition
thereof) that are of a nature secured by a Security Document or that constitute a fee interest in real property, the Parent Borrower will
notify the Collateral Agent, and, if requested by the Required Lenders (which request may be communicated by email from the Lender Advisor),
the Credit Parties will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be necessary
or reasonably requested by the Required Lenders (which request may be communicated by email from the Lender Advisor), including the granting
of a Mortgage on such owned real estate, as soon as commercially reasonable but in no event later than 120 days thereafter (unless extended
by the Required Lenders (which extension may be communicated by email from the Lender Advisor) in their sole discretion), to grant and
perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in clause (a) of
this Section 9.14.


 


(c)           Any
Mortgage requested by the Required Lenders (which request may be communicated by email from the Lender Advisor), shall be delivered within
such time period as requested by the Required Lenders and accompanied by, in each case to the extent requested by the Required Lenders
(which request may be communicated by email from the Lender Advisor) (w) to the extent available in the applicable jurisdiction,
a policy or policies (or an unconditional binding commitment therefor to be replaced by a final title policy) of title insurance issued
by a title insurance company or similar insurer recognized in such jurisdiction, in such amounts as reasonably acceptable to the Required
Lenders (which acceptance may be communicated by email from the Lender Advisor) not to exceed the Fair Market Value of the applicable
Mortgaged Property, insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any
other Liens except as expressly permitted by Section 10.2 or as otherwise permitted by the Required Lenders and otherwise
in form and substance reasonably acceptable to the Required Lenders (which acceptance may be communicated by email from the Lender Advisor)
(the “Title Policy”), together with, such endorsements, coinsurance and reinsurance as the Required Lenders may reasonably
request but only to the extent such endorsements are (i) available in the relevant jurisdiction (provided that in no event
shall the Administrative Agent request a creditors’ rights endorsement) and (ii) available at commercially reasonable rates,
(x) an opinion of local counsel to the applicable Credit Party in form and substance reasonably acceptable to the Required Lenders
(which acceptance may be communicated by email from the Lender Advisor), (y) with respect to property located in the United States,
a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and if any improvements
on such Mortgaged Property are located in a special flood hazard area, (i) a notice about special flood hazard area status and flood
disaster assistance duly executed by the applicable Credit Parties and (ii) evidence the insurance required by Section 9.3
in form and substance reasonably satisfactory to the Required Lenders (which satisfaction may be communicated by email from the Lender
Advisor), and (z) an ALTA survey in a form and substance reasonably acceptable to the Required Lenders (which acceptance may be communicated
by email from the Lender Advisor) or such existing survey together with a no-change affidavit sufficient for the title company to issue
the survey related endorsements and to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property
and issue the endorsements required in (w) above.


 






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(d)            Post-Closing
Covenant. The Parent Borrower agrees that it will, or will cause the Credit Parties or any Subsidiary thereof to complete each of
the actions described on Schedule 9.14, in each case, by no later than the date set forth in Schedule 9.14 with respect
to such action or such later date as the Required Lenders (which extension may be communicated by email from the Lender Advisor) may agree
in their sole discretion.


 


9.15         Credit
Ratings. The Parent Borrower will use commercially reasonable efforts to obtain within 30 days of the Closing Date, a corporate credit
rating in respect of the Exit Facility (but not maintain any specific rating), in each case, from each of S&P and Moody’s or,
with the consent of the Required Lenders in the event that Moody’s and/or S&P are not willing to so rate the Loans, such other
rating agency, as applicable, as is acceptable to the Required Lenders (which acceptance may be communicated via email from the Lender
Advisor).


 


9.16          Lines
of Business. The Credit Parties, taken as a whole, will not fundamentally and substantively alter the character of their business,
taken as a whole, from the business conducted by the Credit Parties and their Subsidiaries, taken as a whole, on the Closing Date and
other business activities which are reasonable extensions thereof.


 


9.17          Center
of Main Interests. With respect to any Credit Party formed, incorporated or organized in the European Union, for the purposes of the
European Union Regulation, its center of main interest (as that term is used in Article 3(1) of the European Union Regulation)
shall be situated in its jurisdiction of incorporation, and it has no “establishment” (as that term is used in Article 2(h) of
the European Union Regulation) in any other jurisdiction.


 


9.18          Deposit
Accounts.


 


(a)           Set
forth on Schedule 9.18 is a list of each Bank Account of each Credit Party or its Subsidiaries as of the Closing Date. On or prior
to 30 days after the Closing Date (or such later time to which the Required Lenders may reasonably agree), the Parent Borrower (or applicable
Credit Party) shall enter into a Control Agreement with each account bank, with respect to each Deposit Account (other than an Excluded
Account) in which funds of any of the Credit Parties are deposited and a Control Agreement for any Securities Account (other than an
Excluded Account) where securities are or may be maintained (including those existing as of the Closing Date). In addition, the Borrowers
(or applicable Credit Party) shall enter into a Control Agreement with respect to any such Deposit Account or Securities Account other
than an Excluded Account which is established after the Closing Date, promptly and in any event within 30 days upon such establishment
(or such longer period as the Required Lenders may agree in their discretion).


 






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(b)         Holdings
and the Borrowers shall not permit more than $750,0007,500,000
in the aggregate deposited in any account maintained for the deposit of funds with a Canadian bank accepting funds for
deposit in Canada.


 


Section 10.            Negative
Covenants


 


Holdings and each Borrower
hereby covenants and agrees with the Lenders that on the Closing Date and thereafter, jointly and severally with all other Credit Parties,
until the Commitments have terminated in accordance with the terms of this Agreement and the Loans, together with interest, Fees, and
all other Obligations incurred hereunder (other than contingent indemnity obligations and Secured Hedge Obligations and Secured Cash Management
Obligations in respect of which arrangements satisfactory to the counterparties thereto have been made), are paid in full that:


 


10.1        Limitation
on Indebtedness. Holdings and the Borrowers will not, and will not permit any Subsidiary to create, incur, issue, assume, guarantee
or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”),
with respect to any Indebtedness, and the no Credit Party will issue any shares of Disqualified Stock and will not permit any Subsidiary
to issue any shares of Disqualified Stock.;
provided that Holdings and the Borrowers may, and may permit any Subsidiary to, incur Indebtedness (including Acquired Indebtedness) or
issue shares of Disqualified Stock, if, after giving effect thereto, (x) in the case of Indebtedness that is secured by the Collateral
on a pari passu basis with the Liens on the Collateral securing the Obligations, if the Consolidated First Lien Secured Debt to Consolidated
EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such incurrence and the application of proceeds thereof, is equal
to or less than 5.00:1.00 (or if incurred in connection with an acquisition, merger, consolidation or designation, the Consolidated First
Lien Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated First Lien Debt
to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or designation and (II) 5.00:1.00) (the
Indebtedness under this clause (x), “First Lien Ratio Debt”), (y) in the case of Indebtedness that is secured by the
Collateral on a junior basis to the Obligations, if the Consolidated Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately
after giving effect to such incurrence and the application of proceeds thereof, is equal to or less than 5.50:1.00 (or if incurred in
connection with an acquisition, merger, consolidation or designation, the Consolidated Secured Debt to Consolidated EBITDA Ratio on a
Pro Forma Basis would not exceed the greater of (I) the Consolidated Secured Debt to Consolidated EBITDA Ratio immediately prior
to such acquisition, merger, consolidation or designation and (II) 5.50:1.00) (the Indebtedness under this clause (y), “Junior
Secured Ratio Debt” and, together with First Lien Ratio Debt, “Secured Ratio Debt”) and (z) in the case of Indebtedness
that is unsecured or not secured by a lien on the Collateral, if the Consolidated Total Debt to Consolidated EBITDA Ratio, on a Pro Forma
Basis immediately after giving effect to such incurrence and the application of proceeds thereof, is equal to or less than 5.75:1.00 (or
if incurred in connection with an acquisition, merger, consolidation or designation, the Consolidated Total Debt to Consolidated EBITDA
Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated Total Debt to Consolidated EBITDA Ratio immediately
prior to such acquisition, merger, consolidation or designation and (II) 5.75:1.00) (Indebtedness under this clause (z), “Unsecured
Ratio Debt” and, together with the Secured Ratio Debt, the “Ratio Debt”); provided further that (i) the amount
of Indebtedness (other than Acquired Indebtedness) and Disqualified Stock that may be incurred pursuant to the foregoing by Subsidiaries
that are not Guarantors shall not exceed the greater of (x) $100,000,000 and (y) 100.0% of Consolidated EBITDA for the most
recently ended Test Period (calculated on a Pro Forma Basis); (ii) other than with respect to Ratio Debt in the form of Customary
Bridge Loans, Ratio Debt shall not mature earlier than latest Maturity Date hereunder or have a weighted average life to maturity shorter
than the Indebtedness arising under the Credit Documents; (iii) if such Ratio Debt is borrowed or issued by
any Credit Party,
it shall not be guaranteed by any Person that is not a Credit Party; (iv) in the case of First Lien Ratio Debt in the form of term
loans, be subject to the MFN Protection as if such Indebtedness were a New Term Loan; and (v) (x) in the case of subsequent
issuances of First Lien Ratio Debt, the representative for the holders of such Permitted Other Indebtedness shall have become a party
to the Intercreditor Agreement and/or a Junior Lien Intercreditor Agreement and/or other Acceptable Intercreditor Agreement in accordance
with the terms thereof, and (y) in the case of Junior Secured Ratio Debt, the Collateral Agent, the Administrative Agent and the
representative of the holders of such Junior Secured Ratio Debt shall have entered into a Junior Lien Intercreditor Agreement and/or other
Acceptable Intercreditor Agreement; or in each case, otherwise be subject to an Acceptable Intercreditor Agreement and each of the Administrative
Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of
the Secured Parties any intercreditor agreement contemplated
by this clause;


 






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The foregoing limitations
will not apply to:


 


(a)            Indebtedness
arising under the Credit Documents;


 


(b)        (x) Indebtedness
under the Second Out Term Loan Facility, and any guarantee thereof in an aggregate principal amount not to exceed $410,000,000430,000,000
(plus all accrued interest, fees and expenses), provided, that (i) such Indebtedness is subject to the Intercreditor Agreement
and (ii) there are no obligors under such Indebtedness that are not Credit Parties hereunder; and
(y) Indebtedness that may be incurred pursuant to Sections 2.14 and 10.1(x)(i) of the Second Lien Credit Agreement (as in effect
on the Amendment No. 1 Amendment Date), in each case, pursuant to the definition of Maximum Incremental Facilities Amount in the
Second Lien Credit Agreement (as in effect on the Amendment No. 1 Amendment Date);


 


(c)            Indebtedness
outstanding on the Closing Date listed on Schedule 10.1;


 


(d)           Indebtedness
(including Capitalized Lease Obligations and Purchase Money Indebtedness) incurred by Holdings or any Subsidiary to finance the purchase,
lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or
useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and
Indebtedness arising from the conversion of the obligations of Holdings or any Subsidiary under or pursuant to any “synthetic lease”
transactions to on-balance sheet Indebtedness of Holdings or such Subsidiary, (x) in
an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred
pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness incurred pursuant
to this clause (d), does not exceed $5,000,000 or (y) in connection with any such Indebtedness
assumed in connection with a Permitted Acquisition or other permitted Investment, in an aggregate principal amount not to exceed $10,000,000;
the greater of (x) $25,000,000 and (y) 25.0%
of Consolidated EBITDA for the most recently ended Test Period
(calculated on a Pro Forma Basis);


 


(e)          Indebtedness
incurred by Holdings or any Subsidiary (including letter of credit obligations consistent with past practice constituting reimbursement
obligations with respect to letters of credit issued in the ordinary course of business in respect of the items in this clause (e)),
in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations
regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance;


 






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(f)            Indebtedness
arising from agreements of Holdings or a Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations,
in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary or other Person,
other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for
the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings or
any Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet
will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (f));


 


(g)           Indebtedness
of Holdings to a Subsidiary; provided that any such Indebtedness owing to a Subsidiary that is not a Credit Party is subordinated
in right of payment to Holding’s Guarantee pursuant to subordination terms in form and substance acceptable to the Required Lenders;
provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any
such Subsidiary ceasing to be a Subsidiary or any other subsequent transfer of any such Indebtedness (except to another Borrower or another
Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause (g);


 


(h)            Indebtedness
of a Subsidiary owing to Holdings or another Subsidiary; provided that if a Credit Party incurs such Indebtedness owing to a Subsidiary
that is not a Credit Party, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor or the Obligations
of the applicable Borrower, as the case may be, pursuant to subordination terms in form and substance acceptable to the Required Lenders;
provided, further, that any subsequent transfer of any such Indebtedness (except to Holdings or another Subsidiary) shall
be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause (h);


 


(i)              [Reserved]


 


(j)              Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(k)         obligations
in respect of self-insurance, performance, bid, appeal, and surety bonds and completion guarantees and similar obligations provided by
Holdings or any Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in
each case, in the ordinary course of business or consistent with past practice;


 


(l)           Indebtedness
of any Credit Party or Disqualified Stock of Holdings not otherwise permitted hereunder in an aggregate principal amount or liquidation
preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness or Disqualified Stock
then outstanding and incurred pursuant to this clause (l), does not at any one time outstanding exceed $25,000,000the
greater of (1) $100,000,000 and (2) 100.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro
Forma Basis);


 






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(m)         the
incurrence or issuance by Holdings of Indebtedness or Disqualified Stock or the incurrence or issuance by any Subsidiary of Indebtedness
which serves to refinance any Indebtedness or Disqualified Stock incurred as permitted under Section 10.1(c), (d),
(m), (n), (v) or any Indebtedness or Disqualified Stock or preferred stock issued to so refinance, replace,
refund, extend, renew, defease, restructure, amend, restate or otherwise modify (collectively, “refinance”) such Indebtedness
or Disqualified Stock (the “Refinancing Indebtedness”) prior to its respective maturity; provided, that such
Refinancing Indebtedness (1) has a weighted average life to maturity at the time such Refinancing Indebtedness is incurred which
is not less than the remaining weighted average life to maturity of the Indebtedness or Disqualified Stock being refinanced, (2) to
the extent such Refinancing Indebtedness refinances (i) Indebtedness that is unsecured or secured by a Lien ranking junior to the
Liens securing the Obligations, such Refinancing Indebtedness is unsecured or secured by a Lien ranking junior to the Liens securing the
Obligations or secured by Liens otherwise permitted as a Permitted Lien,
(ii) Disqualified Stock, such Refinancing Indebtedness must be Disqualified Stock, and (iii) Indebtedness subordinated to the
Obligations, such Refinancing Indebtedness is subordinated to the Obligations at least to the same extent as the Indebtedness being Refinanced
and (3) shall not include Indebtedness or Disqualified Stock of a Subsidiary of Holdings that is not a Borrower or a Guarantor that
refinances Indebtedness or Disqualified Stock of a Borrower or a Guarantor;


 


(n)            Indebtedness
(or, in respect of Holdings only, Disqualified Stock) of (x) any Credit Partythe
Parent Borrower or a Subsidiary incurred or issued to finance an acquisition, merger or consolidation or other Investments
permitted hereunder; provided that the amount of Indebtedness (other than
Acquired Indebtedness) that may be incurred pursuant to the foregoing by Subsidiaries that are not Guarantors shall not exceed
the greater of (x) $100,000,000
and (y) 100.0% of Consolidated EBITDA for
the most recently ended Test Period (calculated
on a Pro Forma Basis), or (y) Persons that are acquired by Holdings or any Credit
Party and that will become Guarantors within 30 days of such acquisitionthe
Parent Borrower or any Subsidiary or merged into or consolidated with Holdings or a
Credit Party the Parent Borrower or a Subsidiary
in accordance with the terms hereof (including any Acquired Indebtedness);
provided that after giving effect to any such acquisition, merger, consolidation or designation described in this clause (n) and
the incurrence of such associated Indebtedness, the Consolidated Debt to Consolidated EBITDA Ratio on
a pro forma basis is equal to or less than 5.00 to 1.00;aggregate
principal amount of such Indebtedness shall not exceed (at the time of incurrence) the sum of (A) the greater of (x) $100,000,000
and (y) 100.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) and (B) an unlimited
amount subject to (1) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral
securing the Obligations, either (X) the Consolidated First Lien Debt
to Consolidated EBITDA Ratio on a Pro Forma Basis would not
exceed the Consolidated First Lien Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or designation
or (Y) the Consolidated First Lien Debt to Consolidated
EBITDA Ratio on a Pro Forma Basis would not exceed 5.00 to
1.00, (2) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien on the Collateral securing the Obligations,
either (X) the Consolidated Secured Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the Consolidated Secured
Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or designation or (Y) the Consolidated
Secured Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed 5.50 to 1.00 and (e) if such Indebtedness is unsecured
or secured by assets that are not Collateral, either (X) the Consolidated Total Debt to Consolidated EBITDA Ratio on a Pro Forma
Basis would not exceed the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation
or designation or (Y) the Consolidated Total Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed 5.75 to 1.00;


 


(o)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business;


 


(p)            (i) Indebtedness
of Holdings or any Subsidiary supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter
of credit so long as such letter of credit is otherwise permitted to be incurred pursuant to this Section 10.1 or (ii) obligations
in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Subsidiary of Holdings
to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions
other than within the United States;


 






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(q)            (1) any
guarantee by Holdings or another Credit Party of Indebtedness of any other Credit Party to the extent such Indebtedness is permitted under
this Section 10.1, (2) any guarantee by a Subsidiary that is not a Guarantor of Indebtedness of any other Subsidiary that is
not a Guarantor or of a Credit Party to the extent such Indebtedness is permitted under this Section 10.1 and (3) any guarantee
of Indebtedness by a Credit Party of Indebtedness of a Subsidiary that is not a Guarantor to the extent permitted under Section 10.5;


 


(r)           Indebtedness
of Subsidiaries that are not Guarantors in an amount not to exceed, in the aggregate at any one time outstanding, $5,000,000the
greater of (x) $11,000,000 and (y) 11.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro
Forma Basis);


 


(s)           Indebtedness
of Holdings or any of the Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take or pay obligations
contained in supply arrangements in each case, incurred in the ordinary course of business or consistent with past practice;


 


(t)             Indebtedness
of Holdings or any of the Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary
or joint venture in the ordinary course of business and consistent with past practice, including with respect to financial accommodations
of the type described in the definition of Cash Management Services;


 


(u)          Indebtedness
consisting of Indebtedness issued by Holdings or any of the Subsidiaries to future, current or former officers, directors, managers and
employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests
of Holdings or any direct or indirect parent company of Holdings to the extent described in clause (4) of Section 10.5(b);


 


(v)            at
any time after the occurrence of a Qualifying IPO, Indebtedness so long as the Consolidated Debt
to Consolidated EBITDA Ratio on a Pro Forma Basis is equal to or less than 5.00 to 1.00;


 


(wv)         Indebtedness
of Holdings or any Subsidiary in respect of letters of credit with an aggregate face amount not to exceed $5,000,000;
andthe greater of (x) $11,000,000 and (y) 11.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis);


 


(xw)          Indebtedness
in respect of a revolving credit facility solely used to issue letters of credit for obligations not
constituting Indebtedness in an aggregate amount not to exceed $15,000,000(i) Permitted
Other Indebtedness to the extent that the Net Cash Proceeds therefrom are applied to the prepayment of Term Loans in the manner set forth
in Section 5.2(a)(ii); and (iii) any refinancing, refunding, renewal or extension of any Indebtedness specified in clause (i) above;
provided, however, that (x) the
principal amount of any such Indebtedness is pari passu
to the Obligations in both lien priority and priority of payment or is Junior
Debt.not increased above the principal amount thereof outstanding
immediately prior to such refinancing, refunding, renewal or extension (except for any original issue discount thereon and the amount
of fees, expenses, and premium and accrued and unpaid interest in connection with such refinancing) and (y) such Indebtedness otherwise
complies with the definition of Permitted Other Indebtedness; and


 






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(x)            Indebtedness
in respect of (i) Permitted Other Indebtedness; provided
that the aggregate principal amount of all such Permitted
Other Indebtedness issued or incurred pursuant to this clause
(i)(a) shall
not exceed the Maximum Incremental Facilities Amount (as
determined at the time of incurrence) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in
subclause (i) above; provided that (x) the principal amount of any such Indebtedness is not increased above the principal amount
thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (except for any original issue discount thereon
and the amount of fees, expenses and premium and accrued and unpaid interest in connection with such refinancing) and (y) such Indebtedness
otherwise complies with the definition of Permitted Other Indebtedness.


 


For purposes of determining compliance with this
Section 10.1: (i) in the event that an item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof)
meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or preferred stock described in clauses
(a) through (x) above , the Parent Borrower, in its sole discretion, will only be required to include the amount
and type of such Indebtedness or Disqualified Stock in one of the above clauses or paragraphs; and (ii) at the time of incurrence
(other than with respect to clause (a), (b), (r) or (x) above), Holdings will be entitled to divide and classify an item
of Indebtedness in more than one of the types of Indebtedness described in this Section 10.1.


 


Accrual of interest or dividends, the accretion
of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional
Indebtedness, Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or preferred
stock for purposes of this covenant. Any Refinancing Indebtedness and any Indebtedness incurred to refinance Indebtedness incurred pursuant
to clause (a) above shall be deemed to include additional Indebtedness, Disqualified Stock or preferred stock incurred to
pay premiums (including reasonable tender premiums), defeasance costs, fees, and expenses in connection with such refinancing.


 


For purposes of determining compliance with any
Dollar-denominated restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in another currency
shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of
term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance
other Indebtedness denominated in another currency, and such refinancing would cause the applicable Dollar-denominated restriction to
be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the
principal amount of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums,
and other costs and expenses and accrued and unpaid interest incurred in connection with such refinancing.


 


The principal amount of any Indebtedness incurred
to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based
on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the
date of such refinancing.


 


This Agreement will not treat (1) unsecured
Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated
or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.


 


10.2            Limitation
on Liens. Holdings and the Borrowers will not, and will not permit any of the Subsidiaries to, create, incur, assume or suffer to
exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any Credit Party or any Subsidiary,
whether now owned or hereafter acquired (each, a “Subject Lien”), except if such Subject Lien is a Permitted Lien.


 






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10.3         Limitation
on Fundamental Changes. Except in connection with the Chapter 11 Plan or the Exit Transactions, the Credit Parties will not, and will
not permit any of the Subsidiaries to, consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all
its business units, assets or other properties, except that:


 


(a)          so
long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of Holdings (other than a Borrower)
or any other Person (other than a Borrower) may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower;
provided that the Parent Borrower or such other Borrower shall be the continuing or surviving corporation;


 


(b)          so
long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other
Person (in each case, other than any Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of
the Parent Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Guarantors,
a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation
and if the surviving Person is not already a Guarantor, such Person shall execute a supplement to the Guarantee and the relevant Security
Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor
and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (ii) the Parent Borrower shall have delivered
to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements
to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable
Security Documents;


 


(c)           (i) any
Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its
assets (upon voluntary liquidation or dissolution or otherwise) to the Parent Borrower or any other Subsidiary or (ii) any Credit
Party (other than a Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets
(upon voluntary liquidation or dissolution or otherwise) to any other Credit Party;


 


(d)        any
Subsidiary (other than a Borrower) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Parent Borrower and is not disadvantageous to the Lenders; provided, that if such entity is
a Guarantor, its assets shall be distributed to a Credit Party;


 


(e)        the
Subsidiaries of the Parent Borrower may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale,
lease, assignment or disposition, the purpose of which is to effect an Asset Sale (which for purposes of this Section 10.3(e),
will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”)
permitted by Section 10.4 or a transaction permitted pursuant to Section 10.5 or an investment that constitutes
a Permitted Investment;


 






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(f)           so
long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary (excluding Holdings and any Borrower
unless consented to by the Administrative Agent) may change its legal form or reincorporate into a state, commonwealth or territory of
the United States, province of Canada or federally in Canada, or analogous political subdivisions of Luxembourg, England and Wales or
the Republic of Ireland or to the extent such change or reincorporation does not disadvantage the Secured Parties in respect of any Guarantees
or the Collateral and with the prior written consent of the Administrative Agent, into a different jurisdiction than the jurisdiction
of its incorporation; and


 


(g)           any
transactions involving Holdings or a Parent Entity but not any Subsidiary in order to effectuate a Qualifying IPO.


 


10.4        Limitation
on Sale of Assets. Holdings and the Borrowers will not, and will not permit any of their Subsidiary to, consummate an Asset Sale,
except:


 


Holdings or such
Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined
at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and if the property or assets sold
or otherwise disposed of have a Fair Market Value in excess of $2,500,000the
greater of (x) $5,000,000 and (y) 5.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma
Basis), at least 75% of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the
form of cash or Cash Equivalents; provided that (a) any liabilities
(as reflected on the Parent Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued
subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Parent Borrower’s consolidated
balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such
balance sheet, as determined
in good faith by the Parent Borrower) of the Parent Borrower, other than liabilities that are by their terms Junior Debt, that are assumed
by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and
for which the Parent Borrower and all such Subsidiaries have been validly released by all applicable creditors in writing; (b) any
securities, notes or other obligations or assets received by the Parent Borrower or such Subsidiary from such transferee that are converted
by the Parent Borrower or such Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash
Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset
Sale; (c) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any
Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been
validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (bd)
any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value
not to exceed $10,000,000the
greater of $28,000,000 or 28.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis)
when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement
(calculated on a Pro Forma Basis), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the
time received and without giving effect to subsequent changes in value, in each case, shall be deemed to be cash for purposes of this
Section 10.4 of this provision and for no other purpose.


 






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Within the Reinvestment Period
after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or
such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:


 


(i)               to
prepay Loans or Permitted Other Indebtedness in accordance
with Section 5.2; and/or


 


(ii)        to
make investments in the Parent Borrower and the other Credit Parties; provided that the Parent Borrower and the Subsidiaries will
be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset
Sale that generated the Net Cash Proceeds, the Parent Borrower or such Subsidiary has entered into and not abandoned or rejected a binding
agreement to consummate any such investment described in this clause (ii) with the good faith expectation that such Net Cash
Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later
cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Parent Borrower or such Subsidiary
prepays the Loans in accordance with Section 5.2.


 


(a)           Pending
the final application of any Net Cash Proceeds pursuant to this Section 10.4, the Parent Borrower or the applicable Subsidiary
may apply such Net Cash Proceeds to temporarily reduce Indebtedness outstanding under any revolving credit facility or otherwise invest
such Net Cash Proceeds in any manner not prohibited by this Agreement.


 


10.5        Limitation
on Restricted Payments. Holdings and the Borrowers will not, and will not permit any Subsidiary to:


 


(a)        declare
or pay any dividend or make any payment or distribution on account of any Credit Party’s or any of its Subsidiary’sSubsidiaries’
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:


 


(i)           dividends
or distributions by Holdings payable in Equity Interests (other than Disqualified Stock) of Holdings or in options, warrants or other
rights to purchase such Equity Interests, or


 


(ii)           dividends
or distributions by a Subsidiary so long as, a Credit Party is the recipient of such dividend or distribution or such dividend or distribution
by a Subsidiary that is not a Credit Party, so long as a Subsidiary that is not a Credit Party or a Credit Party is a recipient.


 


(b)          purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of Holdings or any Subsidiary or any direct or indirect
parent company of Holdings, including in connection with any merger or consolidation;


 


(c)          make
or offer to make (or give any notice in respect thereof) any voluntary or optional payment, any mandatory
prepayment or prepayment on or redemption, retirement, defeasance, or acquisition for value of, or any prepayment or redemption as
a result of any asset sale, change of control or
similar event of,any principal payment on, or redeem, repurchase,
defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, the
principal of any Junior Debt, or
Indebtedness under the Second Out Term Loan Credit Documents or any Disqualified Stock,
other than Indebtedness permitted under clauses (g) and (h) of Section 10.1; or


 






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(d)           make
any Restricted Investment;


 


(all such payments and other actions set forth
in clauses (a) through (d) above (other than any exception thereto) being collectively referred to as “Restricted
Payments”).,
unless, at the time of such Restricted Payment, such Restricted Payment, together with the aggregate amount of all other Restricted Payments
made by the Parent Borrower and the Subsidiaries after the Closing Date (including Restricted Payments permitted by clauses (2) (with
respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only) and (6) of Section 10.5(e) below,
but excluding all other Restricted Payments permitted by Section 10.5(e)), is less than the Available Amount.


 


(e)          The
foregoing provisions of Section 10.5 will not prohibit:


 


(1)           the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment
would have complied with the provisions of this Agreement;


 


(2)            (a) the
redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Junior
Debt of Holdings or any Subsidiary, or any Equity Interests, Qualified PECs of any direct or indirect parent company of Holdings, in exchange
for, or out of the proceeds of the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests, Qualified PECs of
Holdings or any direct or indirect parent company of Holdings to the extent contributed to Holdings (in each case, other than any Disqualified
Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Retired Capital Stock, the
declaration and payment of dividends thereon was permitted under clause (6) of this Section 10.5(b), the declaration
and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem,
repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of Holdings) in an aggregate amount
per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately
prior to such retirement;


 


(3)           the
prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value of Junior Debt of Holdings or a Subsidiary
made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of Holdings or a Subsidiary, as
the case may be, which is incurred in compliance with Section 10.1 so long as: (A) the principal amount (or accreted
value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued
and unpaid interest on the Junior Debt being so redeemed, defeased, repurchased, exchanged, acquired or retired for value, plus the amount
of any premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with
the issuance of such new Indebtedness, (B) if such Junior Debt is subordinated to the Obligations, such new Indebtedness is subordinated
to the Obligations or the applicable Guarantee at least to the same extent as such Junior Debt so purchased, exchanged, redeemed, defeased,
repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than
the final scheduled maturity date of the Junior Debt being so redeemed, defeased, repurchased, exchanged, acquired or retired, (D) if
such Junior Debt so purchased, exchanged, redeemed, repurchased, acquired or retired for value is unsecured then such new Indebtedness
shall be unsecured, and (E) such new Indebtedness has a weighted average life to maturity equal to or greater than the remaining
weighted average life to maturity of the Junior Debt being so redeemed, defeased, repurchased, exchanged, acquired or retired;


 






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(4)            Restricted
Payments to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests or Qualified PECs of Holdings
or any direct or indirect parent company of Holdings held by any future, present or former employee, director, manager or consultant of
Holdings, any of its Subsidiaries or any direct or indirect parent company of Holdings, or their estates, descendants, family, spouse
or former spouse pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement,
or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes
issued by Holdings or any direct or indirect parent company of Holdings in connection with such repurchase, retirement or other acquisition),
including any Equity Interests or Qualified PECs rolled over by management of Holdings or any direct or indirect parent company of Holdings
in connection with the Exit Transactions; provided that the aggregate Restricted Payments made under this clause (4) subsequent
to the Closing Date do not exceed in any calendar year the greater of $3,000,00025,000,000
and 3.525%
of Consolidated EBITDA as of the most recently ended Test Period (or after the consummation of a Qualifying
IPO, the greater of $6,000,000 and 7.0%
of Consolidated EBITDA as of the most recently ended Test Periodwith
unused amounts in any calendar year being carried over to the next following calendar year (for one year); provided,
further, that such amount in any calendar year may be increased by an amount not to exceed: (A) the cash proceeds from the
sale of Equity Interests (other than Disqualified Stock) of Holdings and, to the extent contributed to Holdings, the cash proceeds from
the sale of Equity Interests or Qualified PECs of any direct or indirect parent company of Holdings, in each case to any future, present
or former employees, directors, managers or consultants of Holdings, any of its Subsidiaries or any direct or indirect parent company
of Holdings that occurs after the Closing Date, plus (B) the cash proceeds of key man life insurance policies received by Holdings
and the Subsidiaries after the Closing Date, less (C) the amount of any Restricted Payments previously made pursuant to clauses
(A) and (B) of this clause (4); and provided, further, that cancellation of Indebtedness owing
to Holdings or any Subsidiary from any future, present or former employees, directors, managers or consultants of Holdings, any direct
or indirect parent company of Holdings or any Subsidiary, or their estates, descendants, family, spouse or former spouse pursuant in connection
with a repurchase of Equity Interests or Qualified PECs of Holdings or any direct or indirect parent company of Holdings will not be deemed
to constitute a Restricted Payment for purposes of this Section 10.5 or any other provision of this Agreement;


 


(5)            payments
(i) made or expected to be made by Holdings or any Credit Party in respect of withholding or similar taxes payable upon exercise
of Equity Interests by any future, present or former employee, director, manager, or consultant and repurchases of Equity Interests deemed
to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants and (ii) or other adjustments to outstanding Equity Interests in accordance with any management equity plan, stock option
plan or any other similar employee benefit plan, agreement or arrangement in connection with any Restricted Payment;


 






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(6)            the
declaration and payment of dividends on Holding’s common stock or Qualified PECs, as applicable (or the payment of dividends to
any direct or indirect parent company of Holdings to fund a payment of dividends on such company’s common stock or Qualified PECs,
as applicable), following consummation of a Qualifying IPO, of up toto
the greater of (X) 6.00% per annum of the net cash proceeds received by or contributed to Holdings in or from any
such public offering, so long as the Consolidated Debt
to Consolidated EBITDA Ratio on a Pro Forma Basis is equal to or less than 4.5 to 1.00and
(Y) 7.0% of the Market Capitalization;


 


(7)            Restricted
Payments in an amount that does not exceed the amount of Excluded Contributions made since the Closing Date;


 


(8)          so
long a no Event of Default has occurred and is continuing, other Restricted Payments including for the avoidance of doubt any prepayment,
redemption, defeasance, repurchase or other acquisition or retirement for value of Second Out Term Loans in an aggregate amount taken
together with all other Restricted Payments made pursuant to this clause (8) not to exceed $10,000,000the
greater of (x) $20,000,000 and (y) 20.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro
Forma Basis);


 


(9)              distributions
or payments of Receivables Fees;


 


(10)            any
Restricted Payment made in connection with the Exit Transactions and the fees and expenses related thereto or used to fund amounts owed
to Affiliates (including dividends to any direct or indirect parent company
of the Parent Borrower to permit payment by such parent of such amount), to the extent permitted by Section 9.9 (other than clause
(b) thereof), and Restricted Payments in respect of working capital adjustments or purchase price adjustments pursuant
to any Permitted Acquisition or other Permitted Investment and to satisfy indemnity and other similar obligations under any Permitted
Acquisitions or other Permitted Investments;


 


(11)          any
Restricted Payments in connection with the consummation of a Favored Sale as contemplated in the definitive documentation in respect thereof;


 


(12)             the
declaration and payment of dividends by Holdings to, or the making of loans to, any direct or indirect parent company of Holdings in
amounts required for any direct or indirect parent company to pay: (A) franchise and excise taxes, and other fees and expenses,
required to maintain its organizational existence, (B) for any taxable period for which Holdings and/or any of its Subsidiaries
are members of a consolidated, combined or similar income tax group for applicable foreign, federal, state and/or local income tax purposes
of which a direct or indirect parent of Holdings is the common parent (a “Tax Group”), to pay the portion of any consolidated,
combined or similar foreign, federal, state and/or local income and/or similar tax (as applicable) of such Tax group for such taxable
period, to the extent that such income taxes are attributable to the income of Holdings and any Credit Party and, to the extent of the
amount actually received from any Credit Party, in amounts required to pay such taxes to the extent attributable to the income of such
Credit Party, provided that in each case the amount of such payments with respect to any year does not exceed the amount that Holdings
and any Credit Party (to the extent described above) would have been required to pay in respect of such foreign, federal, state and local
income taxes for such year had Holdings and any Credit Party (to the extent described above) been a stand-alone taxpayer or stand-alone
tax group (separate from any such direct or indirect parent company of Holdings) for all years ending after the Closing Date, (C) customary
salary, bonus, and other benefits payable to officers, employees, directors, and managers of any direct or indirect parent company of
Holdings to the extent such salaries, bonuses, and other benefits are attributable to the ownership or operation of Holdings and any
Credit Party, including Holdings' proportionate share of such amount relating to such parent company being a public company, (D) general
corporate or other operating (including, without limitation, expenses related to auditing or other accounting matters) and overhead costs
and expenses of any direct or indirect parent company of Holdings to the extent such costs and expenses are attributable to the ownership
or operation of Holdings and a Credit Party’s proportionate share of such amount relating to such parent company being a public
company, (E) amounts required for any direct or indirect parent company of Holdings to pay fees and expenses incurred by any direct
or indirect parent company of Holdings related to (i) the maintenance by such parent entity of its corporate or other entity existence
and (ii) any fees and expenses incurred, or any amortization thereof, in connection with any acquisition, Investment, recapitalization,
Asset Sale, issuance, or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification
of any debt instrument, (F) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options
or other securities convertible into or exchangeable for Equity Interests of Holdings or any such direct or indirect parent company of
Holdings, and (G) repurchases deemed to occur upon the cashless exercise of stock options; and


 






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(13)         the
repurchase, redemption or other acquisition for value of Equity Interests of Holdings deemed to occur in connection with paying cash in
lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split,
merger, consolidation, amalgamation or other business combination of Holdings, in each case, permitted under this Agreement.;
and


 


(14)          other
Restricted Payments; provided that after giving Pro Forma Effect to such Restricted Payments the Consolidated Total Debt to Consolidated
EBITDA Ratio is equal to or less than 3.25:1.00.


 


For
purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment or Investment (or a portion thereof)
meets the criteria of clauses (1) through (13) above or is entitled to be made pursuant to Section 10.5(a) and/or one or
more of the exceptions contained in the definition of Permitted Investments, the Parent Borrower will be entitled to classify or later
reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or portion thereof) among such
clauses (1) through (13), Section 10.5(a) and/or one or more of the exceptions contained in the definition of “Permitted
Investments”, in a manner that otherwise complies with this covenant.


 


10.6        Burdensome
Agreements. Holdings and the Borrowers will not, nor permit any of its Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of such Credit Party
or any of its Subsidiaries to:


 


(a)            (i) pay
dividends or make any other distributions to Holdings or any Subsidiary on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Subsidiary;


 


(b)            make
loans or advances to Holdings or any Subsidiary;


 


(c)            sell,
lease or transfer any of its properties or assets to Holdings or any Subsidiary; or


 






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(d)          create,
incur, assume or suffer to exist any Lien on property of such Person for the benefit of the Lenders with respect to the Obligations under
the Credit Documents, except (in each case) for such encumbrances or restrictions existing under or by reason of:


 


(i)            contractual
encumbrances or restrictions pursuant to this Agreement or in effect on the Closing Date and listed on Schedule 10.6;


 


(ii)           the
Second Out Term Credit Documents;


 


(iii)         purchase
money obligations for property acquired in the ordinary course of business consistent with past practice and Capitalized Lease Obligations
that impose restrictions of the nature discussed in clause (c) or clause (d) above on the property so acquired;


 


(iv)          Requirement
of Law or any applicable rule, regulation or order;


 


(v)          any
agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Subsidiary, or that is assumed
in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but
not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;


 


(vi)          contracts
for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been
entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions
on transfer of assets subject to Permitted Liens;


 


(vii)         (x) secured
Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to
dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with
respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject
of such Permitted Lien);


 


(viii)       restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(ix)          other
Indebtedness, Disqualified Stock or preferred stock of Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to
the provisions of Section 10.1;


 


(x)            customary
provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture
and the Equity Interests issued thereby;


 


(xi)          customary
provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course
of business; and


 


(xii)          restrictions
created in connection with the Receivables Facility on the Closing Date.


 






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10.7          Financial
Covenant. The Parent Borrower will not permit the Consolidated First
Lien Secured Debt to Consolidated EBITDA Ratio as of the last day of any Test Period set
forth in the table below, to exceed the ratio set forth oppositeending
on or after January 31, 2022, to exceed 7.00 to 1.00 (as determined as of the required date of the delivery of the Compliance Certificate
for the relevant fiscal quarter corresponding to the last fiscal quarter of such Test Period in
the table below:).


 


	Test Period End Date 	Consolidated Debt to Consolidated EBITDA Ratio
	January 31, 2022 	6.00 to 1.00
	April 30, 2022	6.00 to 1.00
	July 31, 2022 	5.50 to 1.00
	October 31, 2022	5.50 to 1.00
	January 31, 2023 	5.00 to 1.00
	April 30, 2023	5.00 to 1.00
	July 31, 2023 and thereafter 	4.50 to 1.00


 


10.8          Amendment
of Other Documents. Holdings and the Borrowers will not, and will not permit any of their Subsidiaries to, amend or otherwise modify
the terms of (i) the Second Out Term Credit Documents or,
(ii) any organizational document of any Credit Party, in each case in any respect which would materially adversely affect the rights
or interests of the Collateral Agent, the Administrative Agent or the Lenders hereunder,
taken as a whole or (iii) any Junior Debt to the extent the terms of such amendment would not have been permitted at the time the
applicable Junior Debt was incurred.


 


10.9        Canadian
Pension Plans. No Credit Party in existence on the Closing Date, nor any Subsidiary created after the Closing Date (as permitted hereunder),
shall, without the prior written consent of the Required Lenders (which consent may be communicated by the Lender Advisor), commence to
participate in a Canadian Defined Benefit Plan.


 


Section 11.            Events
of Default


 


11.1        Events
of Default. The occurrence of any of the following specified events shall constitute an “Event of Default” hereunder:


 


(a)           Payments.
The Borrowers shall (i) default in the payment when due of any principal of the Loans or (ii) default in the payment when due
(or within five Business Days of such due date) of any interest on the Loans or any Fees or of any other amounts owing hereunder or under
any other Credit Document; or


 


(b)         Representations,
Etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or any
certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or


 






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(c)           Covenants.
Any Credit Party shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(d)(i),
Section 9.5 (solely with respect to the Borrowers), Sections 9.13, 9.14(d), 9.18 or Section 10
or (ii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in clause
(i) or otherwise set forth in this Section 11.1) contained in this Agreement or any Security Document and such default
shall continue unremedied for a period of at least 30 days after receipt of written notice by the Administrative Agent or the Required
Lenders; orprovided
that, no Default or Event of Default shall arise in connection with Section 10.7 until the fifteenth (15th) Business Day on which
the certificate is required to be delivered for the relevant fiscal quarter or fiscal year, as applicable, under Section 9.1(c) unless
the Borrower notifies the Administrative Agent that it does not intend to, or if it is not eligible to at such time (pursuant to Section 11.4),
exercise its Cure Right to cure the resulting Event of Default; or


 


(d)          Default
Under Other Agreements.


 


(i)            Any
Credit Party or any of their Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations)
in excess of the greater of (1) $20,000,000 and
(2) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate,
for the such Persons, beyond the period of grace and following all required notices, if any, provided in the instrument or agreement under
which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any
such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur
or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect
to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements
(it being understood that clause (i) shall apply to any failure to make any payment in excess of the
greater of (1) $20,000,000 and (2) 20% of Consolidated
EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such
termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause
(a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as
a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer
or other disposition is not prohibited under this Agreement), or


 


(ii)            Without
limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of
any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being
understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the
greater of (1) $20,000,000 and (2) 20% of Consolidated
EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such
termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided
that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer
of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing
for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with
its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by a Credit Party
or the applicable Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of
Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or


 






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(e)            Bankruptcy,
Etc. Holdings, the Parent Borrower or any Material Subsidiary shall commence a voluntary case, proceeding or action concerning itself
under Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto (collectively,
the “Bankruptcy Code”) or under any Canadian Bankruptcy or Insolvency Law; or an involuntary case, proceeding or action
is commenced against Holdings, the Parent Borrower or any Material Subsidiary and the petition is not controverted within 30 days after
commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Parent
Borrower or any Material Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action;
or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver and manager, interim-receiver,
receiver manager, trustee, liquidator, administrator, administrative receiver, examiner or similar Person is appointed for, or takes charge
of, all or substantially all of the property of Holdings, the Parent Borrower or any Material Subsidiary; or Holdings, the Parent Borrower
or any Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, compromise, adjustment
of debt, relief of debtors, dissolution, insolvency, winding-up, administration, examinership or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to Holdings, the Parent Borrower or any Material Subsidiary; or there is commenced against
Holdings, the Parent Borrower or any Material Subsidiary any such proceeding or action that remains undismissed for a period of 60 days;
or Holdings, the Parent Borrower or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding or action is entered; or Holdings, the Parent Borrower or any Material Subsidiary suffers any appointment
of any custodian receiver, receiver and manager, interim-receiver, receiver manager, trustee, administrator, examiner or the like for
it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Parent Borrower
or any Material Subsidiary makes a general assignment, compromise, arrangement or proposal for the benefit of creditors; or


 


(f)            ERISA
and Other Employee Benefit Matters. (a) An ERISA Event or a Foreign Plan Event shall have occurred, (b) a trustee shall
be appointed by a United States District Court to administer any Pension Plan(s), (c) the PBGC shall institute proceedings to terminate
any Pension Plan(s), (d) any Credit Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of
a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not
have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate
manner or (e) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (a) through
(e), such event or condition, together with all other such events or conditions, if any, would reasonably be expected to result
in a Material Adverse Effect; or


 


(g)              Guarantee.
Any Guarantee provided by any Credit Party or any material provision thereof shall cease to be in full force or effect (other than pursuant
to the terms hereof and thereof) or any such Guarantor thereunder or any other Credit Party shall deny or disaffirm in writing any such
Guarantor’s obligations under the Guarantee; or


 






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(h)             Pledge
Agreement. Subject to the Legal Reservations in the case of any Foreign Pledge Agreement (other than to the extent governed under
the laws of Canada) and the Irish Share Charge and Security Assignment, U.S. Pledge Agreement or any other Security Document pursuant
to which the Capital Stock or Stock Equivalents of the Parent Borrower or any Subsidiary is pledged or any material provision thereof
shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof, as a result of acts or omissions of the
Collateral Agent in respect of the Collateral Agent’s failure to maintain possession of any Capital Stock or Stock Equivalents that
have been received by it) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations
under any Security Document; or


 


(i)            Security
Agreement. Subject to the Legal Reservations in the case of any Foreign Security Agreement (other than to the extent governed under
the laws of Canada) and the Irish Debenture, U.S. Security Agreement, each Foreign Security Agreement or any other Security Document pursuant
to which the assets of Holdings, the Parent Borrower or any Material Subsidiary are pledged as Collateral or any material provision thereof
shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or, as a result of acts or omissions of
the Collateral Agent in respect of certificates, promissory notes or instruments received by it) or any grantor thereunder or any Credit
Party shall deny or disaffirm in writing any grantor’s obligations under the U.S. Security Agreement, any Foreign Security Agreement
or any other Security Document; or


 


(j)            Judgments.
One or more judgments or decrees shall be entered against Holdings, the Parent Borrower or any of their Material Subsidiaries involving
a liability in excess of the greater of (1) $20,000,000
and (2) 20% of Consolidated EBITDA for the most recently ended Test
Period (calculated on a Pro Forma Basis) in the aggregate for all such judgments and decrees for such Persons (to the extent
not covered by insurance or indemnities as to which the applicable insurance company or third party has not denied coverage) and any such
judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days after the entry
thereof; or


 


(k)             Change
of Control. A Change of Control shall occur.


 


11.2           Remedies
Upon Event of Default. If an Event of Default occurs and is continuing, the Administrative Agent may, and at the written request of
the Required Lenders shall, by written notice to the Parent Borrower, take any or all of the following actions, without prejudice to the
rights of the Administrative Agent or any Lender to enforce its claims against the Borrowers or any other Credit Party, except as otherwise
specifically provided for in this Agreement (provided that, no such notice shall be required in respect of any Event of Default
specified in Section 11.1(e) and such Event of Default shall occur automatically): (i) the Commitment, if any, of
each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any
other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations
to be, whereupon the same shall become, accelerated and forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrowers to the extent permitted by applicable law,
which amounts due shall include, if such acceleration occurs prior to third anniversary of the Closing Date, the Applicable Premium in
effect on the date of such acceleration in respect of any Initial Term Loans, as if such acceleration were an optional or mandatory prepayment
on the principal amount of Initial Term Loans accelerated, whereupon such amounts shall be due and payable without diligence, presentment,
demand, protest or notice of any kind, all of which are hereby waived and (iii) exercise any and all remedies pursuant
to any of the Credit Documents.


 






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11.3            Application
of Proceeds. Subject to the terms of the Intercreditor Agreement and any other an
Acceptable Intercreditor Agreement, intercreditor agreement or similar arrangement with respect to the Obligations, any
amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following
any acceleration of the Obligations under this Agreement or in respect of any sale of, collection from or other realization upon all or
any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together
with any other sums then held by the Collateral Agent pursuant to this Agreement or any other Credit Document, promptly by the Collateral
Agent as follows:


 


(a)              first,
to the payment of all reasonable and documented fees of, and costs and expenses incurred by, and any indemnification amounts owed to,
the Administrative Agent or the Collateral Agent under the Credit Documents, including without limitation in connection with any collection
or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses
of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under
any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection
with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable or indemnifiable hereunder
or thereunder;


 


(b)              second,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause (b) held by them;


 


(c)              third,
to payment of that portion of the Obligations constituting unpaid principal of and premiums, if any, payable on the Loans and obligations
of the Credit Parties then owing under Secured Hedge Agreements and the Secured Cash Management Agreements, ratably among the Lenders,
the Hedge Banks party to such Secured Hedge Agreements and the Cash Management Banks party to such Secured Cash Management Agreements
in proportion to the respective amounts described in this clause (c) held by them;


 


(d)              fourth,
to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are payable to the
Administrative Agent and the other Secured Parties, ratably based upon the respective aggregate amounts of all such Obligations then owing
to the Administrative Agent and the other Secured Parties; and


 


(e)              fifth,
any surplus then remaining shall be paid to Parent Borrower for the account of the applicable Credit Parties or their successors or assigns
or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.


 






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11.4           Equity
Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower fails to comply
with the requirement of the financial covenant set forth in Section 10.7, from the end of any fiscal period until the expiration
of the 15th Business Day following the date Section 9.1 Financial Statements are required to be delivered in respect of
such fiscal period for which such financial covenant is being measured, any holder of Capital
Stock or Stock Equivalents of Holdings or any direct or indirect
parent of the Parent Borrower shall have the right to
cure such failure (the “Cure Right”) by (1) causing cash net equity proceeds derived from an issuance of
Capital Stock or Stock Equivalents (other
than Disqualified Stock, unless reasonably satisfactory to the
Required Lenders) by Holdings (or from a contribution to
the equity capital of Holdings in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to
the Required Lenders)
in an amount (the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for
the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period
to be contributed, directly or indirectly, as cash common equity to the Parent Borrower or (2) causing the Available Amount attributable
to clauses (c) and (d) of the definition thereof to be reduced by an amount equal to the Cure Amount (and for purposes hereof,
any utilization of the Available Amount other than as a Cure Amount shall be presumed to have used amounts pursuant to clauses (c) and
(d) prior to amounts pursuant to other clauses thereunder), and, upon receipt by the Parent Borrower of such Cure Amount pursuant
to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:


 


(a)           Consolidated
EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the
financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal
quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount
equal to the Cure
Amount;


 


(b)           there
shall be no pro forma reduction in Consolidated First Lien Secured Debt with the Cure Amount for determining compliance with such financial
covenant in the Test Period with respect to which such Cure Right is exercised (provided, that to the extent that the proceeds of such
Cure Amount are actually applied to prepay indebtedness, such pro forma reduction may be credited in any subsequent fiscal quarter);
and


 


(c)           if,
after giving effect to the foregoing recalculations, the Parent Borrower shall then be in compliance with the requirements of the financial
covenant set forth in Section 10.7, the Parent Borrower shall be deemed to have satisfied the requirements of the financial covenant
set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply
therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for
the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two
fiscal quarters in which no Cure Right is exercised, (ii) there shall be a maximum of five Cure Rights exercised during the term
of this Agreement, (iii) each Cure Amount shall be no greater than the amount required to cause the Company to be in compliance
with the financial covenant set forth in Section 10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any
financial ratio determination or for determining pricing, or the availability or amount of any covenant basket under the Credit Documents
other than for determining compliance with Section 10.7.


 


Section 12.       Administrative
Agent.


 


12.1            Appointment.


 


(a)              Each
Lender hereby irrevocably designates and appoints Wilmington Savings Fund Society, FSB as Administrative Agent hereunder and under the
other Credit Documents, as applicable, and irrevocably authorizes the Administrative Agent, in its respective capacity, to take such action
on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties
as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such
other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Sections 12.1, 12.9,
12.11 and 12.12 with respect to Holdings) are solely for the benefit of the Agents and the Lenders, and none of Holdings, any Borrower
or any other Credit Party shall have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary
elsewhere in this Agreement or any other Credit Document, the Administrative Agent will not have any duties or responsibilities, except
those expressly set forth herein or in the other Credit Documents, as applicable, or any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit
Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely
as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or
trust with or for any Credit Party or any of their respective Subsidiaries. Each Lender hereby acknowledges that the Lenders may syndicate
the Loans on or after the Closing Date and, in connection with such syndication, the Administrative Agent is hereby: (a) authorized
and directed to execute a syndication escrow agreement and such other documents, in each case as are satisfactory to it and as are presented
to it by the Lender Advisor for execution, to facilitate such syndication and take such actions as are set forth therein and (b) the
Administrative Agent shall not be liable for any actions taken or omitted in accordance with such documents related to such syndication,
other than for its gross negligence or willful misconduct as determined in the final non-appealable judgment of a court of competent jurisdiction.


 






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


 


(c)              Each
Lender hereby irrevocably authorizes the Collateral Agent, based upon the instruction of the Required Lenders, to credit bid and purchase
(either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by the
Collateral Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC (or any equivalent provision
of the UCC), and the PPSA, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the
Bankruptcy Code, or under Canadian Bankruptcy and Insolvency Law, or at any other sale or foreclosure conducted by the Collateral Agent
(whether by judicial action or otherwise) in accordance with applicable Requirements of Law. In no event shall the Agent be obligated
to take title to or possession of Collateral in its own name, or otherwise in a form or manner that may, in its reasonable judgment, expose
it to liability; provided that if any Agent declines to take title to or possession of Collateral because it exposes it to liability,
it will promptly notify the Lenders thereof.


 


(d)              Each
Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of
the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC and the PPSA or any other
applicable Requirement of Law a security interest can be perfected by possession or control. Should any Lender obtain possession or control
of any such Collateral, such Lender shall notify the Administrative Agent thereof and promptly deliver such Collateral to the Collateral
Agent.


 


12.2            Delegation
of Duties. The Agents may each execute any of its duties under this Agreement and the other Credit Documents by or through agents,
sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
No Agent shall be responsible for the negligence or misconduct of any agents, subagents or attorneys-in-fact selected by it in the absence
of its gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).


 






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12.3            Exculpatory
Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable
for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Credit Document
(except for its or such Person’s own gross negligence or willful misconduct, as determined in the final non-appealable judgment
of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in any manner
to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any Credit Party or any officer
thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to
or provided for in, or received by such Agent under or in connection with, this Agreement or any other Credit Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document, or the creation, perfection
or priority of any Lien or security interest created or purported to be created under the Security Documents, or for any failure of any
Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other
Credit Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof. The Collateral Agent shall
not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party. No provision of this
Agreement or any other Credit Agreement shall require either Agent to expend or risk its own funds or otherwise incur any liability, financial
or otherwise, in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it
shall have grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured
to it. The rights, privileges, protections, immunities and benefits given to each Agent, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable: (i) by such Agent in each Credit Document and any other document related
hereto or thereto to which it is a party and (ii) the entity serving as such Agent in each of its capacities hereunder and in each
of its capacities under any Credit Document whether or not specifically set forth therein and each agent, custodian and other Person employed
to act hereunder and under any Credit Document or related document, as the case may be. Notwithstanding anything contained in this Agreement
to the contrary, neither Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation
of LIBOR or the Eurocurrency Rate (or other applicable benchmark interest rate), or whether or when there has occurred, or to give notice
to any other transaction party of the occurrence of, any date on which such rate may be required to be transitions or replaced in accordance
with the terms of the Credit Documents, applicable law or otherwise, (ii) to select, determine or designate any replacement to such
rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied,
(iii) to select, determine or designate any modifier to any replacement or successor index, or (iv) to determine whether or
what any amendments to this Agreement or the other Credit Documents are necessary or advisable, if any, in connection with any of the
foregoing. Neither Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this
Agreement or any other Credit Document as a result of the unavailability of LIBOR or the Eurocurrency Rate (or other applicable benchmark
interest rate), including as a result of any inability, delay, error or inaccuracy on the part of any other party, including without limitation
the Required Lenders or the Credit Parties, in providing any direction, instruction, notice or information required or contemplated by
the terms of this Agreement and reasonably required for the performance of such duties. Neither Agent shall have any liability for any
interest rate published by any publication that is the source for determining the interest rates of the Loans, including but not limited
to Bloomberg (or any successor source) and the Bloomberg or Reuters screen (or any successor source), or for any rates compiled by the
ICE Benchmark Administration or any successor thereto, or for any rates published on any publicly available source, including without
limitation the Federal Reserve Bank of New York’s Website, or in any of the foregoing cases for any delay, error or inaccuracy in
the publication of any such rates, or for any subsequent correction or adjustment thereto. In no event shall any Agent be liable for any
failure or delay in the performance of its obligations under this Agreement or any other Credit Document because of circumstances beyond
its control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement
system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil
or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, earthquake, terrorism, fire, riot,
labor disturbances, strikes or work stoppages for any reason, embargo, epidemics or pandemics or other health crises, government
action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which
delay, restrict or prohibit the providing of the services contemplated by this Agreement or the other Credit Documents, or the unavailability
of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability
of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond such Agent’s control
whether or not of the same class or kind as specified above.


 






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12.4            Reliance
by Agents. The Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction believed by it
to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal
counsel (including the Agent Advisors and the Lender Advisor), independent accountants and other experts selected by such Agent. Each
Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. Each
Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems appropriate or a Direction of the Required Lender or it shall
first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders or a Direction of the Required
Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future
holders of the Loans; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action
that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable
law. Notwithstanding anything contained in this Credit Agreement or the other Credit Documents to the contrary, without limiting any rights,
protections, immunities or indemnities afforded to the Administrative Agent and the Collateral Agent hereunder (including without limitation
this Section 12), phrases such as “satisfactory to the [Administrative] [Collateral] Agent,” “approved by
the [Administrative] [Collateral] Agent,” “acceptable to the [Administrative] [Collateral] Agent,” “as determined
by the [Administrative] [Collateral] Agent,” “designed by the [Administrative][Collateral] Agent”, “specified
by the [Administrative][Collateral] Agent”, “in the [Administrative] [Collateral] Agent’s discretion,” “selected
by the [Administrative] [Collateral] Agent,” “elected by the [Administrative] [Collateral] Agent,” “requested
by the [Administrative] [Collateral] Agent,” “in the opinion of the [Administrative] [Collateral] Agent,” and phrases
of similar import that authorize or permit the Administrative Agent or the Collateral Agent to approve, disapprove, determine, act, evaluate
or decline to act in its discretion shall be subject to the Administrative Agent or Collateral Agent, as applicable, receiving a Direction
of the Required Lenders or other written direction from the Lenders or Required Lenders, as applicable, to take such action or to exercise
such rights.


 


12.5            Notice
of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received written notice from a Lender or the Parent Borrower or other Credit Party referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative
Agent receives such a notice, it shall give notice thereof to the Lenders and the Collateral Agent. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided
that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable
in the best interests of the Lenders except to the extent that this Agreement requires that such action be taken only with the approval
of the Required Lenders or each of the Lenders, as applicable.


 






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12.6            Non-Reliance
on Administrative Agent, Collateral Agent, and Other Lenders. Each Lender expressly acknowledges that no Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act
by any Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation
or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon the
Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation
into the business, operations, property, financial and other condition and creditworthiness of the Borrowers and each other Credit Party
and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently
and without reliance upon the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the
other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of any of the Credit Parties. Except for notices, reports, and other documents expressly
required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide
any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects
or creditworthiness of any Credit Party that may come into the possession of any Agent or any of their respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates.


 


12.7            Indemnification.
The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without
limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in
effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall
have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure
in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment
of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement,
any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby
or thereby or any action taken or omitted by the any Agent under or in connection with any of the foregoing; provided that no Lender
shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final
non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by any Agent in accordance
with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents)
shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any
investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the
Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any
other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs
or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice
rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or
referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrowers; provided
that such reimbursement by the Lenders shall not affect the Borrowers’ continuing reimbursement obligations with respect thereto.
If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, as applicable, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion
thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s
gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements
in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided
to each Agent and under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers,
members, partners, representatives, assigns, controlling persons, employees, trustees, investment advisors and agents and successors.


 






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12.8            Agents
in Their Individual Capacities. If applicable, the agency hereby created shall in no way impair or affect any of the rights and powers
of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. Notwithstanding anything herein
to the contrary, in no event shall either Agent be, or be deemed to be, a “Lender”, or be deemed to have any of the duties
or obligations of a Lender (including any such duty to make any loans or advances), under or in connection with this Agreement or any
Credit Document. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with
any Credit Party as though such Agent were not an Agent hereunder and under the other Credit Documents. With respect to the Loans made
by it, each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise
the same as though it were not an Agent, and the terms Lender and Lenders shall include each Agent in its individual capacity.


 


12.9            Successor
Agents.


 


(a)              The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right (subject to the consent of the Borrowers (not to be unreasonably withheld, delayed
or conditioned) so long as no Event of Default is continuing), to appoint a successor, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation
(the “Resignation Effective Date”), then the retiring Administrative Agent may on behalf of the Lenders, appoint a
successor Administrative Agent meeting the qualifications set forth above (including receipt of the Borrowers’ consent); provided
that if the any Administrative Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment,
then such resignation shall nonetheless become effective in accordance with such notice.


 


(b)              The
Collateral Agent may at any time resign as collateral agent in accordance with the terms of the Intercreditor Agreement.


 






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(c)              With
effect from the Resignation Effective Date, (1) the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Credit Documents and (2) all payments, communications and determinations provided to be made by, to
or through the retiring Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as the Administrative
Agent, as the case may be, hereunder, and upon the execution and filing or recording of such instruments or notices, as may be necessary
or desirable, or as the Required Lenders may request, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from
all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above
in this Section 12.9). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall
be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7)
and Section 13.5 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 the retiring Administrative Agent
was acting as an Administrative Agent.


 


(d)              Notwithstanding
anything to the contrary contained herein or in any related document, any corporation into which either Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Agent shall
be a party, or any corporation succeeding to the business of such Agent shall be the successor of such Agent hereunder without the execution
or filing of any paper with any Person or any further act on the part of any Person.


 


12.10          Withholding
Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any
Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United
States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the
account of any Lender for any reason (including because the appropriate form was not delivered, was not properly executed, or because
such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of,
withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this
Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify the Administrative Agent (to
the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation
of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise,
including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs
and any out of pocket expenses. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative
Agent under this Section 12.10. The agreements in Section 12.10 shall survive the resignation and/or replacement
of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all other Obligations.


 






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12.11          Agents
Under Security Documents and Guarantee. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent,
as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties
with respect to the Collateral and the Security Documents. Subject to Section 13.1, without further written consent or authorization
from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary
to (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent
thereof) under any Credit Document (i) upon the Maturity Date and payment in full of all Obligations (other than contingent indemnity
obligations and Secured Hedge Obligations and Secured Cash Management Obligations in respect of which arrangements satisfactory to the
counterparties thereto have been made), (ii) that is sold or to be sold or transferred as part of or in connection with any sale
or other transfer permitted hereunder or under any other Credit Document to a Person that is not a Credit Party, (iii) if the property
subject to such Lien is owned by a Credit Party, upon the release of such Credit Party from its Guarantee otherwise in accordance with
the Credit Documents, (iv) as to the extent provided in the Security Documents, (v) that constitutes Excluded Property or (vi) if
approved, authorized or ratified in writing in accordance with Section 13.1; (b) release any Guarantor from its obligations
under the Guarantee if such Person ceases to be a Credit Party (or becomes an Excluded Subsidiary) as a result of a transaction or designation
permitted hereunder; provided that, in the case of this clause
(b), that no Subsidiary shall cease to be a Guarantor solely as a result of such Guarantor ceasing to be a wholly-owned subsidiary of
the Borrower if the transfer of relevant equity interests are (x) to an affiliate of the Borrower and (y) is not for a bona
fide business purpose (as reasonably determined by the Borrower in good faith); (c) subordinate any Lien on any property
granted to or held by the Administrative Agent or the Collateral Agent under any Credit Document to the holder of any Lien permitted under
clauses (vi) (solely with respect to Section 10.1(d)), and (ix) of the definition of Permitted Lien
or (d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or
the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including the
Intercreditor Agreement. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations
shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded
or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Credit Parties,
or upon or as a result of the appointment of a receiver, receiver and manager, intervenor or conservator of, or trustee or similar officer
for, the Credit Parties or any substantial part of its property, or otherwise, all as though such payment had not been made.


 


The Collateral Agent shall
have its own independent right to demand payment of the amounts payable by the Borrowers under this Section 12.11, irrespective
of any discharge of the Borrowers’ obligations to pay those amounts to the other Lenders resulting from failure by them to take
appropriate steps in insolvency proceedings affecting the Borrowers to preserve their entitlement to be paid those amounts.


 


Any amount due and payable
by the Borrowers to the Collateral Agent under this Section 12.11 shall be decreased to the extent that the other Lenders
have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents
and any amount due and payable by the Borrowers to the Collateral Agent under those provisions shall be decreased to the extent that the
Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.11.


 


Prior to taking any action
or executing any document pursuant to this Section 12.11 or Section 12.12, each of the Administrative Agent and
the Collateral Agent shall be entitled to receive, and may conclusively rely upon without incurring liability therefor, an officer’s
certificate executed by an Authorized Officer of a Borrower certifying that such action and execution of such documents are authorized
and permitted under this Agreement and any other Credit Document and all conditions precedent to such release or execution have been satisfied.
The Administrative Agent and the Collateral Agent shall not be liable for executing any documents or instruments pursuant to Section 12.11
or Section 12.12 to the extent the Collateral Agent did so upon the Direction of the Required Lenders (which consent may be
provided via email by the Lender Advisor).


 






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12.12          Right
to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding,
the Borrowers (on behalf of themselves and each other Credit Party), the Administrative Agent and each Secured Party hereby agree that
(i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being
understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by
the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights
and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties
in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative
Agent or the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without
limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative
Agent or the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or
otherwise of the Bankruptcy Code) may, upon instruction from the Required Lenders, be the purchaser or licensor of any or all of such
Collateral at any such sale or other disposition and the Administrative Agent or the Collateral Agent, as agent for and representative
of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions
from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price
for any Collateral payable by the Administrative Agent or the Collateral Agent at such sale or other disposition.


 


12.13          Release
of Collateral and Guarantees, Termination of Credit Documents.


 


(i)            Notwithstanding
anything to the contrary contained herein or any other Credit Document, when all Obligations have been paid in full and all Commitments
have terminated or expired, upon request of the Parent Borrower, the Administrative Agent shall (without notice to, or vote or consent
of, any Lender, or any other Secured Party) take such actions as shall be required or reasonably requested to release its security interest
in all Collateral, and to release all guarantee obligations provided for in any Credit Document. Any such release of guarantee obligations
shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any
payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of any Credit Party, or upon or as a result of the appointment of a receiver, receiver
and manager, intervenor or conservator of, or trustee or similar officer for, any Credit Party or any substantial part of its property,
or otherwise, all as though such payment had not been made.


 


(ii)           The
Agents shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Lien thereon, or any certificate prepared by
any Credit Party in connection therewith, nor shall the Agents be responsible or liable to the Lenders for any failure to monitor or
maintain any portion of the Collateral.


 


(iii)          In
case of the pendency of any proceeding under the Bankruptcy Code or any other Debtor Relief Laws relative to any Credit Party, the Administrative
Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers or other Credit Parties) shall be entitled
and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(A)            to
file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies
with such rule’s disclosure requirements for entities representing more than one creditor;


 






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(B)             to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and its respective
agents and counsel and all other amounts due the Agents under this Agreement and the other Credit Documents) allowed in such judicial
proceeding;


 


(C)             to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and


 


(D)            any
custodian, administrator, administrative receiver, receiver, receiver and manager, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Agents
any amounts due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel,
and any other amounts due the Agents under this Agreement and the other Credit Documents. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Agents, and their respective agents and counsel, and any other amounts due the Agents under
this Agreement and the other Credit Documents out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise.


 


(iv)          Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
Lender any plan of reorganization, plan of liquidation, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


12.14          Lender
Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right
or remedy against any Credit Party or any other obligor under any of the Credit Documents (including the exercise of any right of setoff,
rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings,
or otherwise commence any remedial procedures or cause any of the foregoing (through Affiliates or otherwise), with respect to any Collateral
or any other property of any such Credit Party, without the prior written consent of the Administrative Agent (at the Direction of the
Required Lenders). Without limiting the foregoing, each Lender agrees that, except as otherwise provided in any Credit Documents or with
the written consent of the Administrative Agent (at the Direction of the Required Lenders), it will not take any enforcement action, accelerate
Obligations under any Credit Documents, or exercise any right that it might otherwise have under applicable Requirement of Law to credit
bid or purchase any portion of the Collateral at any sale or foreclosure thereof referred to in Section 12.1; provided
that nothing contained in this Section shall affect any Lender’s right to credit bid its pro rata share of the Obligations
pursuant to Section 363(k) of the Bankruptcy Code.


 






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12.15          Secured
Hedge Obligations or Secured Cash Management Obligations.


 


(a)              No
Cash Management Bank, Hedge Bank nor any other holder of Secured Hedge Obligations or Secured Cash Management Obligations (other than
in its capacity as a Lender or Agent and, in such case, only to the extent expressly provided in the Credit Documents): (a) shall
have any rights in connection with the management or release of any Collateral or of the obligations of any Credit Party under this Agreement
or any other Credit Document and (b) shall have any right to direct or otherwise instruct either Agent with respect to the Collateral
or otherwise. No Cash Management Bank, Hedge Bank nor any other holder of Secured Hedge Obligations or Secured Cash Management Obligations
that obtains the benefits of any Guarantee, any other Credit Document or any Collateral by virtue of the provisions hereof or of any other
Credit Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other
Credit Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity
as a Lender or Agent and, in such case, only to the extent expressly provided in the Credit Documents.


 


(b)              Upon
the request of the Administrative Agent, each Cash Management Bank, Hedge Bank and other holder of Secured Hedge Obligations or Secured
Cash Management Obligations shall promptly provide such information, including the amount of any Obligations arising under the Secured
Hedge Agreements or the Secured Cash Management Agreements, as applicable. If such Cash Management Bank or Hedge Bank does not provide
such information, the Administrative Agent may request a certificate of an officer of the Parent Borrower certifying to the amount of
any Obligations arising under the Secured Hedge Agreements or the Secured Cash Management Agreements or such other information as it may
reasonably request. Each Agent may conclusively rely for all purposes on such information provided to it by any Cash Management Bank,
any Hedge Bank or Parent Borrower without any further investigation or inquiry.


 


(c)              Notwithstanding
any other provision of this Agreement or any other Credit Document to the contrary, neither Agent: (i) shall be required to verify
the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Hedge Agreements
and Secured Cash Management Agreements or (ii) shall be deemed to have any knowledge of, nor be required obtain or verify, any provisions
of any Cash Management Agreements or Hedge Agreements or any other documents related thereto or be required to ascertain or otherwise
verify that any covenants, undertakings, obligations or conditions applicable to any party to, or any action taken pursuant to, any Cash
Management Agreements or Hedge Agreements (or any other related documents) have been complied with or satisfied. Each Cash Management
Bank, Hedge Bank and other holder of Secured Hedge Obligations or Secured Cash Management Obligations shall notify the Administrative
Agent upon the discharge or termination of the Obligations related to it and each Agent may conclusively rely on any such notice received
by it.


 


(d)              Upon
the execution of any Cash Management Agreement or Hedge Agreement, the applicable Cash Management Bank, Hedge Bank and other holder of
Secured Hedge Obligations or Secured Cash Management Obligations shall execute a notice substantially in the form attached hereto as Exhibit L-I
and Exhibit L-II, as applicable, in which it shall agree to the terms of this Agreement and the other Credit Documents and shall
provide the name and notice information for a representative of such party for all purposes under this Agreement and the other Credit
Documents. Each Agent may conclusively rely on any information or documentation provided by such representative with respect to such applicable
Cash Management Bank, Hedge Bank and other holder of Secured Hedge Obligations or Secured Cash Management Obligation. In addition to the
notice, such party shall also deliver to the Parent Borrower and the Administrative Agent such tax forms or other documentation or information
prescribed by applicable laws or reasonably requested by the Parent Borrower or the Administrative Agent.


 






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12.16          INTERCREDITOR
AGREEMENT. EACH SECURED PARTY HEREBY (a) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS
OF THE INTERCREDITOR AGREEMENT, (b) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS ADMINISTRATIVE AGENT AND COLLATERAL AGENT TO ENTER
INTO THE INTERCREDITOR AGREEMENT AS “ADMINISTRATIVE AGENT” AND “COLLATERAL AGENT”, RESPECTIVELY, ON BEHALF OF
SUCH SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO ADMINISTRATIVE
AGENT AND THE COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, (c) IRREVOCABLY
APPOINTS, AUTHORIZES AND INSTRUCTS COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “COLLATERAL AGENT” AND ON
BEHALF OF SUCH SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO
COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND EACH SECURED PARTY UNDERSTANDS
AND AGREES THAT COLLATERAL AGENT IS ALSO ACTING AS COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER SECURED PARTIES, INCLUDING UNDER
THE SECOND OUT TERM CREDIT DOCUMENTS AND (d) ACKNOWLEDGES THE TERMS OF THE INTERCREDITOR AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE REPRESENTATIONS, WAIVERS, COVENANTS AND OTHER AGREEMENTS MADE WITH RESPECT TO, OR ON BEHALF OF, SUCH SECURED PARTY IN THE INTERCREDITOR
AGREEMENT. EACH SECURED PARTY AGREES THAT ANY ACTION TAKEN BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS IN ACCORDANCE
WITH THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND THE EXERCISE BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS OF
ANY RIGHTS OR REMEDIES SET FORTH THEREIN, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED BY AND BINDING
UPON ALL SECURED PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AS APPLICABLE,
SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR SECURED PARTIES WITH RESPECT TO
ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH THE CREDIT DOCUMENTS; (II) EXECUTE AND DELIVER AS ADMINISTRATIVE AGENT AND
COLLATERAL AGENT, RESPECTIVELY, ANY INTERCREDITOR OR SUBORDINATION AGREEMENT (OR JOINDER THERETO), AND ACCEPT DELIVERY THEREOF FROM ANY
CREDIT PARTY OR OTHER PERSON; (III) ACT AS COLLATERAL AGENT FOR SECURED PARTIES FOR PURPOSES OF PERFECTING LIENS UNDER THE CREDIT
DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED THEREIN; (IV) OTHERWISE DEAL WITH COLLATERAL AS EXPRESSLY SET FORTH IN THE CREDIT DOCUMENTS;
AND (V) TAKE ANY ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL UNDER THE CREDIT
DOCUMENTS, APPLICABLE LAW OR OTHERWISE. EACH SECURED PARTY HEREBY FURTHER AGREES THAT IT SHALL ONLY DIRECT OR OTHERWISE AUTHORIZE EITHER
AGENT TO TAKE OR OMIT TO TAKE ANY ACTION IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT AND NEITHER AGENT SHALL BE LIABLE
FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN ACCORDANCE WITH ANY DIRECTION OR AUTHORIZATION RECEIVED PURSUANT TO SECTION 12.4
OF THIS AGREEMENT. THE DUTIES OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND NEITHER
ADMINISTRATIVE AGENT NOR COLLATERAL AGENT SHALL HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER, PARTICIPANT OR OTHER PERSON, BY REASON
OF ANY CREDIT DOCUMENT OR ANY TRANSACTION RELATING THERETO. THE PROVISIONS OF THIS SECTION ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT
PROVISIONS OF THE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS
THEREOF. EACH SECURED PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS
THEREOF, AND NONE OF ADMINISTRATIVE AGENT, COLLATERAL AGENT NOR ANY OF THEIR AFFILIATES MAKES ANY REPRESENTATION TO ANY SECURED PARTY
AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. IN THE EVENT OF AN INCONSISTENCY BETWEEN
THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.


 






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Section 13.     Miscellaneous


 


13.1            Amendments,
Waivers, and Releases.


 


(a)              Neither
this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance
with the provisions of this Section 13.1. Except as provided to the contrary under Section 2.14 and other than with respect
to any amendment, modification or waiver contemplated in the proviso to clause (i) below, which shall only require the consent
of the Lenders expressly set forth therein and not the Required Lenders, the Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent and/or the Collateral Agent may, from time to time, (A) enter into with the relevant Credit
Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding
any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties
hereunder or thereunder or (B) waive in writing, on such terms and conditions as the Required Lenders or the Administrative Agent
and/or the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other
Credit Documents or any Default or Event of Default and its consequences; provided, however, that each such waiver and each
such amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose for which given;
and provided, further, that no such waiver and no such amendment, supplement or modification shall (x) (i) forgive
or reduce any portion of any Loan or extend the scheduled maturity date of any Loan or reduce the stated rate of interest, premium or
fees (it being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrowers to
pay interest at the “default rate” or amend Section 2.8(c) or to amend,
waive or otherwise modify the Applicable Premium), or forgive any portion thereof, or extend the date for the payment
of any interest, premium or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in
interest rates), or amend or modify any provisions of Sections 5.3(a) (with respect to the ratable allocation of any payments
only) 13.8(a) or 13.20, or make any Loan, interest, Fee or other amount payable in any currency other than expressly
provided herein, in each case without the written consent of each Lender directly and adversely affected thereby; provided that
a waiver of any condition precedent in SectionsSection 6
or 7 of this Agreement, the waiver of any Default, Event of Default,
default interest, mandatory prepayment or reductions, any modification, waiver or amendment to the financial covenant definitions or financial
ratios or any component thereof or the waiver of any other covenant shall not constitute an increase of any Commitment of a Lender, a
reduction or forgiveness in the interest rates or the fees or premiums or a postponement of any date scheduled for the payment of principal,
premium, interest or fees or an extension of the final maturity of any Loan or the scheduled termination date of any Commitment, in each
case for purposes of this clause (i), or (ii) consent to the assignment or transfer by any Borrower of its rights and obligations
under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each case without the
written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of this Agreement
or any other Credit Document without the written consent of each Agent in a manner that directly and adversely affects such Agent, as
applicable, or (iv) [reserved], or (v) [reserved], or (vi) [reserved], or (vii) release all or substantially all of
the Guarantors under the Guarantees (except as expressly permitted by the Guarantees or this Agreement) or release all or substantially
all of the Collateral under the Security Documents (except as expressly permitted by the Security Documents or this Agreement) without
the prior written consent of each Lender, or (viii) [reserved], or (ix) reduce the percentages specified in the definitions
of the terms Required Lenders or amend, modify or waive any provision of this Section 13.1 that has the effect of decreasing
the number of Lenders that must approve any amendment, modification or waiver, without the written consent of each Lender or (y) notwithstanding
anything to the contrary in clause (x), (i) extend the final expiration date of any Lender’s Commitment or (ii) increase
the aggregate amount of the Commitments of any Lender, in each case, without the written consent of such Lender.


 






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(b)              Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
except (x) that the Commitment of such Lender may not be increased or extended without the consent of such Lender, (y) for any
such amendment, waiver or consent that treats such Defaulting Lender disproportionately from the other Lenders (other than because of
its status as a Defaulting Lender), and (z) that the principal amount of any Loan owed to such Lender may not be decreased or reduced
without the consent of such Lender.


 


(c)              [Reserved].


 


(d)             Any
such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding
upon Holdings, the Borrowers, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of any
waiver, Holdings, the Borrowers, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder
and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being
understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.
In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligation to, with the concurrence of any
Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.


 


(e)              Notwithstanding
the foregoing, in addition to any credit extensions and related Joinder Agreement(s) effectuated without the consent of Lenders in
accordance with Section 2.14, subject to Section 13.1(a)(iii) above, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, Holdings and the Parent Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest
and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and
the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and other definitions related to such new Term Loans and Revolving Credit Loans.


 


(e)              [Reserved].


 






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(f)               The
Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically
released (i) in full, upon the termination of this Agreement and the payment of all Obligations hereunder (except for (w) contingent
indemnification obligations in respect of which a claim has not yet been made, (x) Secured Hedge Obligations in respect of which
arrangements satisfactory to the counterparties thereto have been made, and (y) Secured Cash Management Obligations in respect of
which arrangements satisfactory to the counterparties thereto have been made), (ii) upon the sale or other disposition of such Collateral
(including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another
Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement, (iii) to the extent
such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release
of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent
may be required in accordance with this Section 13.1), (v) to the extent the property constituting such Collateral is
owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the
second following sentence), (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise
of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) if such assets constitute Excluded Property. Any
such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon
(or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including
the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in
accordance with the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that any Subsidiary that is
a Guarantor shall be released from the Guarantees upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary
ceasing to constitute a Subsidiary. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to
execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor
or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Prior
to taking any action or executing any document pursuant to this Section, each of the Administrative Agent and the Collateral Agent shall
be entitled to receive, and may conclusively rely upon without incurring liability therefor, an officer’s certificate executed by
officer of the Parent Borrower certifying that such action and execution of such documents are authorized and permitted under this Agreement
and any other Credit Document and all conditions precedent to such release or execution have been satisfied.


 


(g)              Notwithstanding
anything herein to the contrary, the Credit Documents may be amended to add syndication or documentation agents and make customary changes
and references related thereto with the consent of only the Borrowers and the Administrative Agent.


 


(h)              Notwithstanding
anything in this Agreement (including, without limitation, this Section 13.1) or any other Credit Document to the contrary,
(i) this Agreement and the other Credit Documents may be amended to effect an incremental facility or pursuant to Section 2.14
(and the Administrative Agent and the Parent Borrower may effect such amendments to this Agreement and the other Credit Documents without
the consent of any other party as may be necessary or appropriate, in the reasonable opinion of the Parent Borrower (as certified to the
Administrative Agent), to effect the terms of any such incremental facility or extension facility), and such amendment shall be deemed
approved by the Lenders if the Lenders shall have received at least five Business Days’ prior written notice of such change and
the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice
from the Required Lenders stating that the Required Lenders object to such amendment; (ii) no Lender consent is required to effect
any amendment or supplement to the Intercreditor Agreement, Acceptable Intercreditor
Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding
the holders of any Indebtedness as expressly contemplated by the terms of the Intercreditor Agreement,
the Acceptable Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement,
as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement
as, in the good faith determination of the Parent Borrower (as certified to the Administrative Agent), are required to effectuate the
foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as
a whole (as certified by the Parent Borrower to the Administrative Agent)); provided, further, that no such agreement shall
amend, modify or otherwise directly and adversely affect the rights or duties of any Agent hereunder or under any other Credit Document
without the prior written consent of such Agent and provided, further, such amendment shall be deemed approved by the Lenders
if the Lenders shall have received at least five Business Days’ prior written notice of such change and the Administrative Agent
shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders
stating that the Required Lenders object to such amendment; (iii) any provision of this Agreement or any other Credit Document may
be amended by an agreement in writing entered into by the Borrowers and the Administrative Agent to (x) cure any ambiguity, omission,
mistake, defect or inconsistency (as reasonably determined by the Administrative Agent and the Borrowers) and (y) effect administrative
changes of a technical or immaterial nature and such amendment shall be deemed approved by the Lenders if the Lenders shall have received
at least five Business Days’ prior written notice of such change and the Administrative Agent shall not have received, within five
Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders
object to such amendment; and (iv) guarantees, collateral documents and related documents executed by Credit Parties in connection
with this Agreement may be in a form reasonably determined by the Required Lenders (which approval may be communicated via email by the
Lender Advisor) and may be, together with any other Credit Document, entered into, amended, supplemented or waived, without the consent
of any other Person, by the applicable Credit Party or Credit Parties and the Administrative Agent or the Collateral Agent (in each case
acting at the Direction of the Required Lenders in their sole discretion), to (A) effect the granting, perfection, protection, expansion
or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties,
(B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Secured
Parties, in any property or so that the security interests therein comply with any applicable Requirement of Law, or (C) to cure
ambiguities, omissions, mistakes or defects (as reasonably determined by the Administrative Agent, the Required Lenders and the Borrowers)
or to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Credit Documents.


 






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(i)               Notwithstanding
anything in this Agreement or any Security Document to the contrary, the Required Lenders may, in their sole discretion, grant extensions
of time for the satisfaction of any of the requirements under Sections 9.12, 9.13 and 9.14 or any Security Documents
in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such
Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control
of the Borrowers and the other Credit Parties by the time or times at which it would otherwise be required to be satisfied under this
Agreement or any Security Documents.


 


13.2            Notices.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit Document
shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable
address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given
by telephone shall be made to the applicable telephone number, as follows:


 


(a)              if
to Holdings, any Borrower, the Administrative Agent or the Collateral Agent, to the address, facsimile number, electronic mail address
or telephone number specified for such Person on Schedule 13.2 or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to the other parties; and


 


(b)              if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice
to the Parent Borrower, the Administrative Agent and the Collateral Agent.


 


All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered
by mail, three Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has
been confirmed by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices and other communications
to the Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9 and 5.1 shall not be effective
until received.


 






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


 


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


 


13.5            Payment
of Expenses; Indemnification.


 


(a)              Each
Borrower, jointly and severally, agrees (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket
costs and expenses (without duplication) incurred in connection with the development, preparation, negotiation, execution and delivery
of, and any amendment, supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any
other documents prepared in connection herewith or therewith (in the case of any amendment, supplement, modification or waiver, whether
or not effective), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable
fees, disbursements and other charges of (x) Seward & Kissel LLP (or such other counsel as may be agreed by the Administrative
Agent and the Parent Borrower), (y) one counsel in each relevant material jurisdiction and (z) other advisors and consultants
to the Agents to the extent the Parent Borrower provides written consent thereto and (ii) to pay or reimburse the expenses for the
Lender Advisor and one counsel for the Required Lenders in each relevant material jurisdiction for all their reasonable and documented
out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation, negotiation, execution
and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents
and any other documents prepared in connection herewith or therewith (in the case of any amendment, supplement, modification or waiver,
whether or not effective), and the consummation and administration of the transactions contemplated hereby and thereby.


 






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(b)              Each
Borrower, jointly and severally, agrees to pay, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their
respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims,
damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature
whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel to
the Administrative Agent and the Collateral Agent taken as a whole, one firm of counsel to all Indemnified Persons other than the Administrative
Agent and the Collateral Agent taken as a whole and, to the extent required, one firm or local counsel for the Administrative Agent and
the Collateral Agent in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions),
and one firm or local counsel for all Indemnified Persons other than the Administrative Agent and the Collateral Agent taken as a whole
in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified
Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified
Person is a party thereto), arising out of any Commitment, Loan or the use or proposed use of the proceeds therefrom, arising out of,
or with respect to the Exit Transactions or to the execution, delivery, performance, administration and enforcement of this Agreement,
the other Credit Documents and any such other documents, agreements, letters or instruments delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated thereby, including any of the foregoing relating to the violation
of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous
Materials attributable to the Parent Borrower or any of its Subsidiaries (all the foregoing in this clause (b), regardless of whether
brought by the Parent Borrower, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”);
provided that Holdings and the Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any
of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material
breach of the obligations of such Indemnified Person (other than with respect to each Agent) or any of its Related Parties under the terms
of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court
of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission
by Holdings, the Parent Borrower or any of their respective Subsidiaries; provided the Agents, to the extent acting in their capacity
as such, shall remain indemnified in respect of such proceeding, to the extent that the exceptions set forth in the immediately preceding
clause (i) of the immediately preceding proviso does not apply to such Agent at such time. The agreements in this Section 13.5
shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect
to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits,
costs, expenses or disbursements arising from any non-Tax claim.


 


(c)              Each
Indemnified Person agrees (x) that the Borrowers shall have no obligation to reimburse such Indemnified Person for fees and expenses
and (y) to return and refund any and all amounts paid by the Borrowers pursuant to this Section 13.5, in the case of
each of clauses (x) and (y), to the extent such Indemnified Person is not entitled to payment of such amounts in accordance
with the terms of the Credit Documentation.


 


(d)              No
Credit Party or Indemnified Person (or any Related Party of an Indemnified Person) shall have any liability for any special, punitive,
indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection
herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrowers’
indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) or under any other provision of this
Agreement or any of the other Credit Agreement Documents. No Indemnified Person (or any Related Party of an Indemnified Person) shall
be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents
or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct,
bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment
of a court of competent jurisdiction.


 


(e)              All
amounts reimbursable by the Borrowers under this Section 13.5 shall constitute Obligations secured by the Collateral. The
agreements in this Section 13.5 shall survive the termination of the Commitments and repayment of all other Obligations. All
amounts due under this Section 13.5 shall be paid within thirty (30) days of receipt by the Parent Borrower of an invoice
relating thereto. If the Borrowers fail to pay when due any amounts payable by them hereunder or under any Credit Document, such amount
may be paid on behalf of the Borrowers by the Administrative Agent in its discretion by charging any loan account(s) of the Borrowers,
without notice to or consent from the Borrowers or any other Credit Party, and any amounts so paid shall constitute Obligations hereunder.


 






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13.6            Successors
and Assigns; Participations and Assignments.


 


(a)              The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that (i) except as expressly permitted by Section 10.3, the Borrowers may not assign
or otherwise transfer any of their rights or obligations hereunder without the prior written consent of the Administrative Agent and each
Lender (and any attempted assignment or transfer by any 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 13.6. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants (to the extent provided in clause (c) of this Section 13.6)
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent and the
Lenders and each other Person entitled to indemnification under Section 13.5) any legal or equitable right, remedy or claim
under or by reason of this Agreement.


 


(b)              (i) Subject
to the conditions set forth in clause (b)(ii) below and Section 13.7, any Lender may at any time assign to one
or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and
the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned)
of:


 


(A)             the
Borrowers; provided that no consent of the Borrowers shall be required for (1) an assignment Loans or Commitments of to a
Lender, an Affiliate of a Lender, or an Approved Fund or (2) an assignment of Loans or Commitments to any assignee if an Event of
Default under Section 11.1 or 11.5 has occurred and is continuing; and


 


(B)             the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan
to a Lender, an Affiliate of a Lender or an Approved Fund.


 


The Borrowers’ consent
shall be deemed to have been given if the Borrowers have not responded within 10 Business Days after having received notice thereof. Notwithstanding
the foregoing, no such assignment shall be made to a natural Person.


 


   (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 Loans, the amount of the Loans of the assigning Lender subject to each such assignment (determined as
of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less
than $1,000,000 in the case of Term Loans (and shall, in each case be in an integral multiple thereof), unless each of the Borrowers and
the Administrative Agent otherwise consents (which consents shall not be unreasonably withheld, delayed or conditioned) or, if less, the
assignment constitutes all of the applicable Lender’s Term Loans; provided that no such consent of the Borrowers shall be
required if an Event of Default under Section 11.1(a) has occurred and is continuing; provided, further,
that contemporaneous assignments by a Lender and its Affiliates or Approved Funds shall be aggregated for purposes of meeting the minimum
assignment amount requirements stated above (and simultaneous assignments to or by two or more Related Funds shall be treated as one assignment),
if any;


 






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(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning
Lender’s rights and obligations in respect of the Term Loans;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement
system or other method reasonably acceptable to the Administrative Agent, together with a processing and recordation fee in the amount
of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the
case of any assignment; and


 


(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved by
the Administrative Agent (the “Administrative Questionnaire”) and applicable tax forms (as required under Section 5.4(e)).


 


(iii)            Subject
to acceptance and recording thereof pursuant to clause (b)(v) of this Section 13.6, from and after the effective
date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Credit Documents, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section 13.6.
For the avoidance of doubt, in case of an assignment to a new Lender pursuant to this Section 13.6, (i) the Administrative
Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would
have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with the rights and/or obligations acquired
or assumed by it as a result of the assignment and to the extent of the assignment the assigning Lender shall each be released from further
obligations under the Credit Documents and (ii) the benefit of each Security Document shall be maintained in favor of the new Lender.


 


(iv)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amount of the Loans (and stated interest amounts) owing to each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the
Borrowers, the Administrative Agent, the Collateral Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrowers, the Collateral Agent, the Administrative Agent and its Affiliates and, with respect
to itself, any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrowers hereby designate the Administrative
Agent to serve as the Borrowers’ agent solely for purposes of maintaining the Register as provided in this Section 13.6(b)(iv).
This Section 13.6(b)(iv) shall be construed so that all Loans are at all times maintained in “registered form”
within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury Regulations (or any
other relevant or successor provisions of the Code or of such Treasury Regulations).


 






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(v)            Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire and applicable tax forms (as required under Section 5.4(e) unless the assignee shall already
be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section 13.6 and
any written consent to such assignment required by clause (b) of this Section 13.6, the Administrative Agent shall
promptly accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment, whether or
not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this clause (b)(v).


 


(c)      
       (i) Any Lender may, without the consent of, or notice to the Borrowers or the
Administrative Agent, sell participations to one or more banks or other entities (other than (x) a natural person, (y) any
Credit Party or any of their Subsidiaries and (z) [reserved] (each, a “Participant”) in all or a portion of
such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing
to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement or any other Credit Document; 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 clauses (i) and (vii) of the third proviso to Section 13.1
that affects such Participant. Subject to clause (c)(ii) of this Section 13.6, each Borrower agrees that
each Participant shall be entitled to the benefits of Sections 2.10, 2.11, 3.5, and 5.4 to the same
extent as if it were a Lender (subject to the limitations and requirements of those Sections as though it were a Lender and had
acquired its interest by assignment pursuant to clause (b) of this Section 13.6, including the requirements
of clause (e) of Section 5.4) (it being agreed that any documentation required under Section 5.4(e) shall
be provided to the participating Lender)). To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 13.8(b) as though it were a Lender; provided such Participant shall be subject to Section 13.8(a) as
though it were a Lender.


 


(ii)      
       A Participant shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5
or 5.4 than the applicable Lender would have been entitled to receive absent the sale of such the participation sold to such
Participant, except to the extent such entitlement to a greater payment results from a Change in Law after the sale of the
participations takes place. 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 amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the
 “Participant Register”). 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. No Lender shall have any obligation to disclose all or any
portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a
Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) except
to the extent that such disclosure is necessary in connection with a tax audit or other proceeding to establish that such
commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations.


 






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(d)    
         Any Lender may, without the consent of, or notice to, the Borrowers
or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank,
or other central bank having jurisdiction over such Lender, and this Section 13.6 shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(e)      
       Subject to Section 13.16, the Borrower authorizes each Lender to
disclose to any Participant, secured creditor of such Lender or assignee (each, a “Transferee”) and any
prospective Transferee any and all financial information in such Lender’s possession concerning the Borrowers and their
Affiliates that has been delivered to such Lender by or on behalf of the Borrowers and their Affiliates pursuant to this Agreement
or that has been delivered to such Lender by or on behalf of the Borrowers and their Affiliates in connection with such
Lender’s credit evaluation of the Borrowers and their Affiliates prior to becoming a party to this Agreement.


 


(f)    
         The words “execution,” “signed,”
 “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


(g)       
      Notwithstanding anything to the contrary contained herein, any Lender (a
 “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as
such in writing from time to time by the Granting Lender to the Administrative Agent and the Parent Borrower, the option to provide
to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make the Borrowers pursuant
to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and
(ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto
hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of
all outstanding commercial paper or other senior indebtedness of any SPV, it shall not institute against, or join any other Person
in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws
of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6,
any SPV may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any
financial institutions (consented to by the Borrowers and the Administrative Agent) providing liquidity and/or credit support to or
for the account of such SPV to support the funding or maintenance of Loans and (ii) subject to Section 13.16,
disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This Section 13.6(g) may not be
amended without the written consent of the SPV. Notwithstanding anything to the contrary in this Agreement but subject to the
following sentence, each SPV shall be entitled to the benefits of Sections 2.10, 2.11, 3.5 and 5.4 to
the same extent as if it were a Lender (subject to the limitations and requirements of those Sections as though it were a Lender and
had acquired its interest by assignment pursuant to clause (b) of this Section 13.6, including the
requirements of clause (e) of Section 5.4 (it being agreed that any documentation required under Section 5.4(e) shall
be provided to the Granting Lender)). Notwithstanding the prior sentence, an SPV shall not be entitled to receive any greater
payment under Section 2.10, 2.11, 3.5 or 5.4 than its Granting Lender would have been entitled to
receive absent the grant to such SPV, unless such grant to such SPV is made with the Borrowers’ prior written consent (which
consent shall not be unreasonably withheld, delayed or conditioned).


 






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(h)     
        Notwithstanding
anything to the contrary contained herein and so long as no Event of Default is then continuing, Holdings, the Borrowers and any
Subsidiary may, from time to time, purchase or prepay Term Loans, in each case, on a non-pro rata basis through (x) Dutch
auction procedures open to all applicable Lenders on
a pro rata basis in
accordance with customary procedures to be agreed between Holdings or the Parent Borrower and the Auction Agent or
(y) privately negotiated purchases on a non-pro rata basis; provided thatany Loans or Commitments acquired by Holdings, any
Borrower or any other Subsidiary shall be retired and cancelled promptly upon the acquisition thereof;


 


None
of the Borrowers, Holdings, any Subsidiary of Holdings shall be required to make any representation that it is not in possession of information
which is not publicly available and/or material with respect
to Holdings, the Borrowers and their respective Subsidiaries
or their respective securities for purposes of U.S. federal and state securities laws and all assignors of the relevant transactions shall
render customary “big boy” disclaimer letters.


 


13.7            [Reserved].


 


13.8            Replacement
of Lenders Under Certain Circumstances.


 


(a)              The
Borrowers, at their cost and expense (which, for the avoidance of doubt, may be shared with the replacement institution with such institution’s
consent), shall be permitted to replace any Lender, and in the case of a Lender repay all Obligations of the Borrowers due and owing to
such Lender relating to the Loans that (a) requests reimbursement for amounts owing pursuant to Sections 2.10 or 5.4,
(b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described
in such Section is required to be taken, or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution;
provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1
or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrowers shall repay (or the replacement
bank or institution shall purchase, at par) all Loans and other amounts pursuant to Sections 2.10, 2.11, 5.4 or 13.5,
as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if
not already a Lender, an Affiliate of the Lender or Approved Fund, and the terms and conditions of such replacement, shall be satisfactory
to the Required Lenders, (v) the replacement bank or institution, if not already a Lender shall be subject to the provisions of Section 13.6(a),
(vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided
that unless otherwise agreed the Borrowers shall be obligated to pay the registration and processing fee referred to therein), and (vii) any
such replacement shall not be deemed to be a waiver of any rights that the Borrowers, any Agent or any other Lender shall have against
the replaced Lender.


 






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(b)              If
any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge
or termination that pursuant to the terms of Section 13.1 requires the consent of either (i) all of the Lenders directly
and adversely affected or (ii) all of the Lenders, and, in each case, with respect to which the Required Lenders (or at least 50.1%
of the directly and adversely affected Lenders) shall have granted their consent, then, the Parent Borrower, at its cost and expense (which,
for the avoidance of doubt, may be shared with the replacement institution with such institution’s consent), shall have the right
(unless such Non-Consenting Lender grants such consent) to (x) replace such Non-Consenting Lender by requiring such Non-Consenting
Lender to assign its Loans hereunder to one or more assignees reasonably acceptable to the Administrative Agent (to the extent such consent
would be required under Section 13.6) and in the case of a Lender (other than the Letter of Credit Issuer), repay all Obligations
of the Borrowers due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination date;
provided that (a) all Obligations hereunder of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid
in full to such Non-Consenting Lender concurrently with such assignment including any amounts that such Lender may be owed pursuant to
Section 2.11, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price
equal to the principal amount thereof plus accrued and unpaid interest thereon, and (c) the Borrowers
shall pay to such Non-Consenting Lender the amount, if any, owing to such Lender pursuant to Section 5.1(b).
In connection with any such assignment, the Borrowers, the Administrative Agent, such Non-Consenting Lender and the replacement Lender
shall otherwise comply with Section 13.6 (with the Borrower or replacement lender responsible for payment of the registration
and processing fee).


 


(c)              Notwithstanding
anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this Section 13.8 may
be effected pursuant to an Assignment and Acceptance executed by the Borrowers, the Administrative Agent and the assignee and that the
Lender making such assignment need not be a party thereto.


 


13.9            Adjustments;
Set-off. Subject to Section 12.13,


 


(a)              Except
as contemplated in Section 13.6 or elsewhere herein, if any Lender (a “Benefited Lender”) shall at any
time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily
or involuntarily, by set-off, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender,
if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other
Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the
benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion
of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without interest.


 


(b)              After
the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to the Credit Parties, any such notice being expressly waived by the Credit Parties
to the extent permitted by applicable law, upon any amount becoming due and payable by the Credit Parties hereunder (whether at the stated
maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special,
time or demand, provisional or final) (other than payroll, trust, tax, fiduciary, and petty cash accounts), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured,
at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Credit Parties. Each
Lender agrees promptly to notify the Credit Parties and the Administrative Agent after any such set-off and application made by such Lender;
provided that the failure to give such notice shall not affect the validity of such set-off and application.


 






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13.10          Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile
or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
A set of the copies of this Agreement signed by all the parties shall be lodged with the Parent Borrower and the Administrative Agent.


 


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


 


13.12          Integration.
This Agreement and the other Credit Documents represent the agreement of the Borrowers, the other Credit Parties, the Agents and the Lenders
with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrowers, the
other Credit Parties, any Agent, nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in
the other Credit Documents.


 


13.13          GOVERNING
LAW; CONSENT TO SERVICE OF PROCESS.


 


(a)              THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


 


(b)              ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL BE BROUGHT IN THE BANKRUPTCY COURT, AND, IF
THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM) JURISDICTION, IN THE COURTS OF THE STATE OF NEW YORK AND THE COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN NEW YORK COUNTY, AND APPELLATE COURTS FROM
ANY THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF THE BANKRUPTCY COURT AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS FOR NOTICES AS SET FORTH HEREIN. 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 HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION. EACH OF THE PARTIES HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM
ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, EACH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER CREDIT DOCUMENTS.


 






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13.14          Acknowledgments.
Each of Holdings and each Borrower hereby acknowledges that:


 


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


 


(b)              the
credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection
with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction
between the Borrowers and the other Credit Parties, on the one hand, and the Administrative Agent, the Lenders, the other Agents on the
other hand, and the Borrowers and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms,
risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other
modification hereof or thereof);


 


(c)              in
connection with the process leading to such transaction, each of the Administrative Agent, the other Agents, is and has been acting solely
as a principal and is not the financial advisor, agent or fiduciary for any Borrower, any other Credit Parties or any of their respective
Affiliates, stockholders, creditors or employees, or any other Person;


 


(d)              neither
the Administrative Agent, any other Agent nor any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in
favor of any Borrower or any other Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether
the Administrative Agent, other Agents or any Lender has advised or is currently advising any Borrower, the other Credit Parties or their
respective Affiliates on other matters) and neither the Administrative Agent, other Agents, nor any Lender has any obligation to any Borrower,
the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Credit Documents;


 


(e)              the
Administrative Agent, each other Agent, each Lender and each Affiliate of the foregoing may be engaged in a broad range of transactions
that involve interests that differ from those of the Borrowers and their Affiliates, and neither the Administrative Agent, any other Agent
nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship;


 


(f)               neither
the Administrative Agent, any other Agent, any Lender nor any of their respective Affiliates has provided and none will provide any legal,
accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other
modification hereof or of any other Credit Document) and the Borrowers have consulted their own legal, accounting, regulatory and tax
advisors to the extent they have deemed appropriate. Holdings and each Borrower hereby agrees (on behalf of itself and the other Credit
Parties) that it will not claim that any Agent owes a fiduciary or similar duty to the Credit Parties in connection with the Exit Transactions
contemplated hereby and waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative
Agent, any other Agent or any Lender with respect to any breach or alleged breach of agency or fiduciary duty; and


 






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(g)              no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrowers, on the one hand, and any Lender, on the other hand.


 


13.15          WAIVERS
OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


13.16          Confidentiality.
The Administrative Agent, each other Agent, the Lender Advisor and each Lender (collectively, the “Restricted Persons”
and, each a “Restricted Person”) shall treat confidentially all non-public information provided to any Restricted Person
by or on behalf of any Credit Party hereunder with respect to such Credit Party or any of its Subsidiaries and their businesses in connection
with this Agreement (“Confidential Information”) and shall not publish, disclose or otherwise divulge such Confidential
Information; provided that nothing herein shall prevent any Restricted Person from disclosing any such Confidential Information
(a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or
otherwise as required by applicable law, rule or regulation or compulsory legal process (in which case such Restricted Person agrees
(except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank
regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law,
rule or regulation, to inform the Borrowers promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory
authority having jurisdiction over such Restricted Person or any of its Affiliates (in which case such Restricted Person agrees (except
with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory
authority exercising examination or regulatory authority) to the extent practicable and not prohibited by applicable law, rule or
regulation, to inform the Borrowers promptly thereof prior to disclosure), (c) to the extent that such Confidential Information becomes
publicly available other than by reason of improper disclosure by such Restricted Person or any of its affiliates or any related parties
thereto in violation of any confidentiality obligations owing under this Section 13.16, (d) to the extent that such Confidential
Information is received by such Restricted Person from a third party that is not, to such Restricted Person’s knowledge, subject
to confidentiality obligations owing to any Credit Party or any of their respective subsidiaries or affiliates, (e) to the extent
that such Confidential Information was already in the possession of the Restricted Persons prior to any duty or other undertaking of confidentiality
or is independently developed by the Restricted Persons without the use of such Confidential Information, (f) to such Restricted
Person’s affiliates and to its and their respective officers, directors, partners, employees, legal counsel, independent auditors,
and other experts or agents who need to know such Confidential Information in connection with providing the Loans or action as an Agent
hereunder and who are informed of the confidential nature of such Confidential Information and who are subject to customary confidentiality
obligations of professional practice or who agree to be bound by the terms of this Section 13.16 (or confidentiality provisions
at least as restrictive as those set forth in this Section 13.16) (with each such Restricted Person, to the extent within
its control, responsible for such person’s compliance with this paragraph), (g) to potential or prospective Lenders, hedge
providers, participants or assignees, in each case who agree (pursuant to customary syndication practice) to be bound by the terms of
this Section 13.16 (or confidentiality provisions at least as restrictive as those set forth in this Section 13.16);
provided that (i) the disclosure of any such Confidential Information to any Lenders, hedge providers or prospective Lenders,
hedge providers or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance
by such Lender, hedge provider or prospective Lender or participant or prospective participant that such Confidential Information is being
disseminated on a confidential basis (on substantially the terms set forth in this Section 13.16 or confidentiality provisions
at least as restrictive as those set forth in this Section 13.16) in accordance with the standard syndication processes of
such Restricted Person or customary market standards for dissemination of such type of information, which shall in any event require “click
through” or other affirmative actions on the part of recipient to access such Confidential Information and (ii) [reserved],
(h) for purposes of establishing a “due diligence” defense, or (i) to rating agencies in connection with obtaining
ratings for the Borrowers and this Exit Facility to the extent such rating agencies are subject to customary confidentiality obligations
of professional practice or agree to be bound by the terms of this Section 13.16 (or confidentiality provisions at least as
restrictive as those set forth in this Section 13.16). Notwithstanding the foregoing, (i) Confidential Information shall
not include, with respect to any Person, information available to it or its Affiliates on a non-confidential basis from a source other
than Holdings, its Subsidiaries or their respective Affiliates, (ii) the Administrative Agent shall not be responsible for compliance
with this Section 13.16 by any other Restricted Person (other than its officers, directors or employees), (iii) in no
event shall any Lender, the Administrative Agent or any other Agent be obligated or required to return any materials furnished by Holdings
or any of its Subsidiaries, and (iv) each Agent and each Lender may disclose the existence of this Agreement and the information
about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents
and the Lenders in connection with the administration, settlement and management of this Agreement and the other Credit Documents.


 






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13.17          Direct
Website Communications. Each of Holdings and each Borrower may, at their option, provide to the Administrative Agent any information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents, including,
without limitation, all notices, requests, financial statements, financial, and other reports, certificates, and other information materials,
but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other
extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the payment
of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of any Default
or Event of Default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness
of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to
herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format
reasonably acceptable to the Administrative Agent to the Administrative Agent at an email address provided by the Administrative Agent
from time to time; provided that (i) upon written request by the Administrative Agent, the Borrowers shall deliver paper copies
of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper
copies is given by the Administrative Agent and (ii) the Borrowers shall notify (which may be by electronic mail) the Administrative
Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper
copies of such documents from the Administrative Agent and maintaining its copies of such documents. Nothing in this Section 13.17
shall prejudice the right of the Credit Parties, the Administrative Agent, any other Agent or any Lender to give any notice or other communication
pursuant to any Credit Document in any other manner specified in such Credit Document.


 


The Agents agree that the
receipt of the Communications by any Agent at its e-mail address set forth above shall constitute effective delivery of the Communications
to such Agent for purposes of the Credit Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying
that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for
purposes of the Credit Documents. Each Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication)
from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that
the foregoing notice may be sent to such e-mail address.


 


(a)              Each
Borrower further agrees that any Agent may make the Communications available to the Lenders by posting the Communications on Intralinks
or a substantially similar electronic transmission system (the “Platform”), so long as the access to such Platform
(i) is limited to the Agents, the Lenders and Transferees or prospective Transferees and (ii) remains subject to the confidentiality
requirements set forth in Section 13.16.


 






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(b)              THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF ANY MATERIALS OR INFORMATION PROVIDED BY THE CREDIT PARTIES (THE “BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM,
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS
OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
In no event shall any Agent or any of its Related Parties (collectively, the “Agent Parties” and each an “Agent
Party”) have any liability to the Borrowers, any Lender, or any other Person for losses, claims, damages, liabilities, or expenses
of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or such Agent’s transmission of Borrower
Materials through the internet, except to the extent the liability of any Agent Party resulted from such Agent Party’s (or any of
its Related Parties’ (other than any trustee or advisor)) gross negligence, bad faith or willful misconduct as determined in the
final non-appealable judgment of a court of competent jurisdiction.


 


(c)              Each
Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to
receive material non-public information with respect to Holdings, the Borrowers, the Subsidiaries or their securities) and, if documents
or notices required to be delivered pursuant to the Credit Documents or otherwise are being distributed through the Platform, any document
or notice that the Borrowers have indicated contains only publicly available information with respect to the Borrowers may be posted on
that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice
delivered contains only publicly available information, the Administrative Agent shall post such document or notice solely on that portion
of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Credit Parties and their
securities. Notwithstanding the foregoing, the Borrowers shall use commercially reasonable efforts to indicate whether any document or
notice contains only publicly available information; provided, however, that, the following documents shall be deemed to
be marked “PUBLIC,” unless a Borrower notifies the Administrative Agent promptly that any such document contains material
nonpublic information: (1) the Credit Documents, (2) any notification of changes in the terms of the Exit Facility and (3) all
financial statements and certificates delivered pursuant to Sections 9.1(b) and (f).


 


13.18          USA
PATRIOT Act. Each Agent and each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain,
verify, and record information that identifies each Credit Party, which information includes the name and address of each Credit Party
and other information that will allow such Agent and such Lender to identify each Credit Party in accordance with the Patriot Act.


 


13.19          Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit
Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with its normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which
final judgment is given. The obligation of the Borrowers in respect of any such sum due from them to the Administrative Agent or the Lenders
hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum
adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with its normal banking procedures purchase
the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally
due to the Administrative Agent from the Borrowers in the Agreement Currency, the Borrowers agree, as a separate joint and several obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such
loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to the Borrowers (or to any other Person who may be entitled
thereto under applicable law).


 






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13.20          Payments
Set Aside. To the extent that any payment by or on behalf of Holdings or the Borrowers is made to any Agent or any Lender, or any
Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such
Agent or such Lender in its discretion) to be repaid to a trustee, receiver, receiver and manager or any other party, in connection with
any proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each
Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid
by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable
Overnight Rate from time to time in effect.


 


13.21          No
Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”),
may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party
agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary
or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The
Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights
and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit
Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory
or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated
hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender
has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other
obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely
as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges
and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for
making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it
will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit
Party, in connection with such transaction or the process leading thereto.


 






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13.22          Canadian
Anti-Money Laundering. Each Borrower acknowledges that, pursuant to AML Legislation, the Agents and the Lenders may be required to
obtain, verify and record information regarding the Borrowers, their directors, authorized signing officers, direct or indirect shareholders
or other Persons in control of the Borrowers, and the transactions contemplated hereby. Each Borrower shall promptly provide all such
information, including supporting documentation and other evidence, as may be reasonably requested by any of the Agents or the Lenders,
or any prospective assignee or participant of any of the Agents or the Lenders, in order to comply with any applicable AML Legislation,
whether now or hereafter in existence. If any of the Agents has ascertained the identity of any Borrower or any authorized signatories
of any Borrower for the purposes of applicable AML Legislation, then such Agent, as applicable:


 


(i)            shall
be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard
between each Lender and such Agent within the meaning of applicable AML Legislation; and


 


(ii)           shall
provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or
completeness.


 


Notwithstanding the preceding
sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that none of the Agents has any obligation to ascertain
the identity of any Borrower or any authorized signatories of any Borrower on behalf of any Lender, nor to confirm the completeness
or accuracy of any information any of the Agents obtains from any Borrower or any such authorized signatory in doing so.


 


13.23          Obligations
Joint and Several. The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other
Credit Document to which any Borrower is a party, without regard to any defense (other than the defense of payment), setoff or counterclaim
which may at any time be available to or be asserted by any other Credit Party against the Lenders, or by any other circumstance whatsoever
(with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and such Obligations of the Borrowers shall
not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers
or against any other person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or
Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and
several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against
each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each
Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder
by such other Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever,
and any requirement that the Administrative Agent, Collateral Agent or any Lender exhaust any right, power or remedy or proceed against
such other Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under
any other guarantee of, or security for, any of such amounts owing hereunder. Further, the provisions of the Guarantee are hereby incorporated
by reference and shall be deemed to apply to the Obligations of the Borrowers mutatis mutandis as if set forth herein.


 


13.24          Acknowledgement
and Consent to Bail-In of any Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or
in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
bank that is an Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject
to the Write-Down and Conversion Powers of a 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 a Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any bank that is an Affected Financial Institution; and


 






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(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 undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit
Document; or


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any Resolution Authority.


 


13.25          Deemed
Acceptance of Lenders. In accordance with the Confirmation Order and Approved Plan, each Lender is deemed to have executed and delivered
this Agreement, regardless of whether such Lender has executed and delivered a signature page hereto, and shall be bound to the terms
of this Agreement (without any further acts or signatures) in all respects.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 









    153


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


 


	 	SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L., as Holdings
	 	 
	 	By:
	 	 	 
	 	 	Name: 
	 	 	Title:


 


	 	SOFTWARE LUXEMBOURG ACQUISITION S.À R.L., as a Borrower
	 	 
	 	By:
	 	 	 
	 	 	Name: 
	 	 	Title:



 


	 	SKILLSOFT CORPORATION, as a Borrower
	 	 
	 	By:
	 	 
	 	Name: 
	 	Title:





 


[Signature
Page to Skillsoft First Out Exit Credit Agreement]


 






    


     


    

 


	 	WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Administrative Agent and Collateral Agent
	 	 
	 	 	By:
	 	 	 
	 	 	Name: 
	 	 	Title:


 





[Signature
Page to Skillsoft First Out Exit Credit Agreement]


 






    


     


    

 


	 	______________________,

                    as Lender

	 	 
	 	 	By:
	 	 	 
	 	 	Name: 
	 	 	Title:  


 


[Signature
Page to Skillsoft First Out Exit Credit Agreement]


 






    


     


    

 


Annex B

Form of Junior Lien Intercreditor Agreement


 


[On File with the Administrative Agent]


 






    


     


    

 


Annex C

Form of Joinder Agreement


 


[On File with the Administrative Agent]