Exhibit 10.1





Execution Version


 


AMENDMENT NO. 6


 


AMENDMENT NO. 6, dated as of
July 1, 2021 (this “Amendment”), to that certain term loan credit agreement dated as of January 31, 2012 (as amended
by Amendment No. 1 thereto, dated as of February 21, 2013, Amendment No. 2 thereto dated as of September 3, 2014, Amendment No. 3 thereto
dated as of May 8, 2015, Amendment No. 4 thereto dated as of January 26, 2017 and Amendment No. 5 thereto dated as of March 21, 2018,
the “Existing Credit Agreement”) among PRESTIGE CONSUMER HEALTHCARE INC., a Delaware corporation (“Holdings”),
PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”), the other Guarantors from time to time party thereto,
each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”),
BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and the other Agents named
therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement.


 


WHEREAS, Section 2.14 of the
Existing Credit Agreement permits the Borrower to establish Incremental Commitments with existing Lenders and/or Additional Lenders pursuant
to the terms and conditions set forth therein;


 


WHEREAS, pursuant to Section
2.14, in connection with the consummation of the 2021 Transactions (as defined in Exhibit A), the Borrower desires to create a new Class
of Incremental Commitments (the “Term B-5 Commitments”) for a new Class of Incremental Term Loans (the “Term
B-5 Loans”) that shall constitute a new Class of Term Loans under the Existing Credit Agreement in an aggregate principal amount
of $600,000,000, with such Term B-5 Loans having identical terms with, and having the same rights and obligations under the Loan Documents
as the Term B-4 Loans as set forth in the Existing Credit Agreement and Loan Documents, except as such terms or aggregate principal amount
are amended hereby (including, for the avoidance of doubt, pursuant to Exhibit A hereto);


 


WHEREAS, each Person (in its
capacity as an Incremental Lender of the Term B-5 Loans) that executes and delivers a joinder to this Amendment substantially in the form
of Exhibit B hereto (a “Joinder”) as an Term B-5 Lender will have Term B-5 Commitments and shall will make Term B-5
Loans in the principal amount set forth on the signature page of such Person’s Joinder on the effective date of this Amendment to
the Borrower, the proceeds of which shall be used by the Borrower to consummate the 2021 Transactions;


 


WHEREAS, the Loan Parties, the
Term B-5 Lenders (constituting the Required Lenders as of the Amendment No. 6 Effective Date) wish to make certain other amendments (immediately
after giving effect to the making of the Term B-5 Loans) to the Existing Credit Agreement set forth in Exhibit A pursuant to amendments
authorized by Section 10.01 of the Existing Credit Agreement (the “Other Amendments”);


 


NOW, THEREFORE, in consideration
of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 






     


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Section 1.                 
Amendments.


 


Effective as of the Amendment
No. 6 Effective Date (as defined below):


 


(a)               
The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the double-underlined text (indicated textually in
the same manner as the following example: double-underlined text)
as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto (as so amended, the “Amended Credit
Agreement”).


 


(b)               
Schedules 7.01, 7.02, 7.03, 7.08 and 7.09 attached hereto shall replace in their entirety Sections 7.01(b), 7.02(f), 7.03(b), 7.08
and 7.09 of the Confidential Disclosure Letter.


 


Section
2.                  Conditions to
Effectiveness (Relating to establishment of Term B-5 Loans).


 


The effectiveness of the terms
of this Amendment that relate solely to the incurrence of the Term B-5 Loans (the “Term B-5 Amendments”) and the obligation
of any Term B-5 Lender to make its Term B-5 Loans hereunder shall be subject to the satisfaction of the following conditions precedent
(the time upon which such conditions are satisfied, the Term B-5 Loans are made and the Term B-5 Amendments become effective, the “Term
B-5 Loan Funding Time”):


 


(a)               
The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies
(followed promptly by originals) unless otherwise specified:


 


(1)               
counterparts of this Amendment executed by (A) each Loan Party, (B) each Term B-5 Lender and (B) the Administrative Agent;


 


(2)               
a Note executed by the Borrower in favor of each Lender requesting a Term Note at least two (2) Business Days prior to the Amendment
No. 6 Effective Date, if any.


 


(3)               
an opinion of (i) Sidley Austin LLP, New York counsel to the Loan Parties, dated the Amendment No. 6 Effective Date and (ii) Hancock,
Daniel & Johnson P.C., Virginia counsel to the Loan Parties, in each case addressed to each Amendment No. 6 Bookrunner, Amendment
No. 6 Arranger, the Administrative Agent and the Term B-5 Lenders, substantially in the form previously provided to the Administrative
Agent;


 






     


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(4)                (A)
a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its
organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Loan Party dated the
Amendment No. 6 Effective Date and certifying (I) to the effect that (x) attached thereto is a true and complete copy of the
certificate or articles of incorporation or organization of such Loan Party certified as of a recent date by the Secretary of State
of the state of its organization, or in the alternative (other than in the case of any Subsidiaries being acquired substantially
simultaneously with the occurrence of the Term B-5 Funding Time), certifying that such certificate or articles of incorporation or
organization have not been amended since the Amendment No. 5 Effective Date, and that such certificate or articles are in full force
and effect, (y) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect
on the dated the Amendment No. 6 Effective Date, or in the alternative (other than in the case of any Subsidiaries being acquired
substantially simultaneously with the occurrence of the Term B-5 Funding Time), certifying that such by-laws or operating agreements
have not been amended since the Amendment No. 5 Effective Date and (z) attached thereto is a true and complete copy of resolutions
duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the
execution, delivery and performance of the Loan Documents to which such Loan Party is a party, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, or in the alternative (other than in the case of any
Subsidiaries being acquired substantially simultaneously with the occurrence of the Term B-5 Funding Time), certifying that such
resolutions have not been amended since the Amendment No. 5 Effective Date and (II) as to the incumbency and specimen signature of
each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen
signature of the Responsible Officer executing the certificate pursuant to this clause (B) or in the alternative (other than in the
case of any Subsidiaries being acquired substantially simultaneously with the occurrence of the Term B-5 Funding Time), certifying
that the incumbency and specimen signature for each officer executing any Loan Document on behalf of any Loan Party has not changed
since the Amendment No. 5 Effective Date;


 


(5)               
a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in
paragraphs (d), (e) and (f) of this Section 2; and


 


(6)               
a certificate signed by the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower,
certifying that, after giving effect to the 2021 Transactions, the Borrower and its Subsidiaries on a consolidated basis are solvent.


 


(b)               
Substantially simultaneously with the borrowing of the Term B-5 Loans (i) the Akorn Acquisition shall have been consummated or
shall be consummated, in all material respects in accordance with the terms of the Akorn Acquisition Agreement, dated May 27, 2021.


 


(c)               
[Reserved].


 


(d)               
 (A) The Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11 of the
Existing Credit Agreement, determined on a Pro Forma Basis as of the Amendment No. 6 Effective Date and the last day of the most recently
ended Test Period, in each case, as if all Term B-5 Loans had been outstanding on the last day of such fiscal quarter of the Borrower
for testing compliance therewith and (B) the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the last day
of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined
as of the Term B-5 Funding Time, after giving effect to any such incurrence on a Pro Forma Basis.


 






     


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(e)               
 The representations and warranties of each Loan Party set forth in Article V of the Existing Credit Agreement and in each other
Loan Document shall be true and correct in all material respects on and as of the Term B-5 Loan Funding Time with the same effect as though
made on and as of the Term B-5 Loan Funding Time, except to the extent such representations and warranties expressly relate to an earlier
date, in which case they shall be true and correct in all material respects as of such earlier date; 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.


 


(f)                
No Default or Event of Default shall exist after giving effect to commitments under the Term B-5 Facility and related Term B-5
Loans.


 


(g)               
All fees required to be paid on the Amendment No. 6 Effective Date pursuant to that certain Fee Letter among the Borrower and the
Amendment No. 6 Bookrunners and reasonable and documented out-of-pocket expenses required to be paid to the Amendment No. 6 Bookrunners
on the Amendment No. 6 Effective Date, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise
reasonably agreed by the Borrower), shall, upon the borrowing under the Term B-5 Facility, have been paid (which amounts may be offset
against the proceeds of the Term B-5 Facility).


 


(h)               
The Administrative Agent and the Amendment No. 6 Bookrunners shall have received, no later than three Business Days prior to the
Amendment No. 6 Effective Date, (i) all documentation and other information about the Borrower and the Guarantors as has been reasonably
requested in writing at least 10 days prior to the Amendment No. 6 Effective Date by the Administrative Agent or the Amendment No. 6 Bookrunners
that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the PATRIOT Act and (ii) solely to the extent the Borrower qualifies as
a “legal entity customer” under 31 C.F.R. § 1010.230, a certification regarding beneficial ownership as required by 31
C.F.R. § 1010.230 in relation to the Borrower.


 


(i)                
The Administrative Agent shall have received a Committed Loan Notice not later than 1:00 p.m. (New York time) on the Business Day
prior to the date of the proposed Credit Extension.


 


(j)                
The Administrative Agent shall have received the executed counterparts of the Joinder executed by the Borrower and each Term B-5
Lender.


 


(k)               
The Borrower shall, simultaneously with the Term B-5 Loan Funding Time, repay all outstanding Term B-4 Loans and shall have paid
all accrued and unpaid interest and fees thereon.


 


(l)                
The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard
Flood Hazard Determination with respect to each existing Mortgaged Property and, to the extent such Mortgaged Property is located in a
special flood hazard area, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower
and each Loan Party relating thereto and evidence of flood insurance as required by Section 6.07 of the Existing Credit Agreement.


 


(m)              The
parties hereto agree that, notwithstanding anything to the contrary set forth herein or the Credit Agreement, the Borrower shall be
deemed to have delivered (and the Administrative Agent and Lenders party hereto acknowledge receipt of) any notice of prepayment
required in connection with the prepayment of the Term B-4 Term Loans.


 






     


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Section
3.                  Conditions to
Effectiveness of the Other Amendments.


 


The effectiveness of the Other
Amendments set forth in Exhibit A, shall be subject to the satisfaction of the following conditions precedent (the date upon which the
Other Amendments become effective, the “Amendment No. 6 Effective Date”):


 


(a)               
The Term B-5 Loan Funding Time shall have occurred.


 


(b)               
Counterparts of this Amendment shall have been executed by the Required Lenders (after giving effect to the incurrence of the Term
B-5 Loans), which may be in the form of a consent or Joinder.


 


Section
4.                  Expenses.


 


The Borrower agrees to reimburse
the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by them in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp,
counsel for the Administrative Agent.


 


Section
5.                  Counterparts.


 


This Amendment may be executed
in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall
be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually
executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import
in this Amendment shall be deemed to include electronic signatures or electronic records, 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.


 


Section
6.                  Governing Law
and Waiver of Right to Trial by Jury.


 


THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions
in Section 10.15 and 10.16 of the Existing Credit Agreement are incorporated herein by reference mutatis mutandis.


 


Section
7.                  Headings.


 


The headings of this Amendment
are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 






     


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Section 8.                 
Reaffirmation.


 


Each Loan Party hereby expressly
acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan
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 and (ii) its guarantee of the Obligations (including, without limitation, in respect
of the Term B-5 Loans hereunder) under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations
(including, without limitation, in respect of the Term B-5 Loans hereunder) pursuant to the Collateral Documents.


 


Section
9.                  Effect of Amendment.


 


Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and
remedies of the Lenders or the Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or
any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. For the avoidance of doubt, on and after the Amendment No. 6 Effective Date, this Amendment
shall for all purposes constitute a Loan Document. The parties hereto acknowledge and agree that the amendment of the Existing Credit
Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not
constitute a novation of the Existing Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 6 Effective
Date.


 


Section
10.              Incremental Request/Incremental Amendment.


 


This Amendment shall constitute
an “Incremental Amendment” referred to in Section 2.14(f) of the Existing Credit Agreement and this Amendment shall constitute
the Incremental Funding Request relating thereto. The date on which the Term B-5 Loan Funding Time shall occur shall constitute the Incremental
Facility Closing Date with respect to the Incremental Term Loans constituting the Term B-5 Loans.


 


Section
11.              Post-Closing.


 


(a)               
Within one hundred twenty (120) days after the Term B-5 Loan Funding Time, unless waived or extended by the Administrative Agent
in its sole discretion, the Administrative Agent shall have received either the items listed in paragraph (1) or the items listed in paragraph
(2) as follows:


 


(1)       an
opinion or email confirmation from local counsel in each jurisdiction where a Mortgaged Property is located, in form and substance reasonably
satisfactory to the Administrative Agent, to the effect that:


 



(i)               the recording of the existing Mortgage
is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security
for the Obligations, including the Obligations evidenced by the Existing Credit Agreement as amended by this Amendment and the other documents
executed in connection therewith, for the benefit of the Secured Parties; and


 






     


    -7-


    

 


(ii)                no other documents, instruments, filings,
recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or
similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority
of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Existing Credit Agreement
as amended by this Amendment and the other documents executed in connection therewith, for the benefit of the Secured Parties; or


 


(2)       with
respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative
Agent:


 


(iii)              
with respect to each Mortgage encumbering a Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”)
duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each Mortgage was
recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording
or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent;


 


(iv)              
with respect to each Mortgage Amendment, a date down endorsement (each, a “Title Endorsement,” collectively, the “Title
Endorsements”) to the existing mortgage title insurance policies relating to the Mortgage encumbering the Mortgaged Property
subject to such Mortgage assuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment, is a valid and
enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties
free and clear of all defects, encumbrances and liens except for Permitted Liens, and such Title Endorsement shall otherwise be in form
and substance reasonably satisfactory to the Administrative Agent;


 


(v)              
with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties in each jurisdiction where a Mortgaged Property
is located, which opinions (x) shall be addressed to the Administrative Agent and the Secured Parties, (y) shall cover the
enforceability of the respective Mortgage as amended by such Mortgage Amendment, the due authorization, execution and delivery of the
Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably
request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent;


 


(vi)              
with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification
(including without limitation, a so-called “gap” indemnification) as shall be required to induce the title company to issue
the Title Endorsements; and


 


(vii)             
evidence acceptable to the Administrative Agent of payment by the Borrower of all applicable title insurance premiums, search and examination
charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of
the Mortgage Amendments and issuance of the Title Endorsements.


 






     


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(b)               
 The Borrower hereby acknowledges that it shall cause Akorn and its Subsidiaries to comply with Section 6.11 of the Amended Credit
Agreement within the time periods set forth therein with respect to any acquired Material Real Property.


 


Section
12.              Tax Matters.


 


The parties shall treat all
Term B-5 Loans as one fungible tranche for U.S. federal and applicable state and local income tax purposes.


 


 


 


[signature pages follow]


 






     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


	 	PRESTIGE CONSUMER HEALTHCARE INC.,
    as Holdings and a Guarantor
	 	 
	 	By: 	/s/Christine Sacco
	 	 	Name: Christine Sacco
	 	 	Title: Chief Financial Officer
	 	 
	 	PRESTIGE BRANDS, INC., as Borrower
	 	 
	 	By: 	/s/ Christine Sacco
	 	 	Name: Christine Sacco
	 	 	Title: Chief Financial Officer




 


	 	Blacksmith
    Brands, Inc.
	 	C.B.
    Fleet Company, INCORPORATED
	 	C.B.
    Fleet HoldCo, LLC
	 	C.B. Fleet
    International, LLC (formerly C.B. Fleet International, Inc.)
	 	C.B.
    Fleet TopCo, LLC
	 	C.B.
    Fleet, LLC
	 	DenTek
    Holdings, Inc.
	 	DenTek
    Oral Care, Inc.
	 	Insight
    Pharmaceuticals Corporation
	 	Insight
    Pharmaceuticals LLC
	 	Medtech
    Holdings, Inc.
	 	Medtech
    Online Inc.
	 	Medtech
    Personal Products Corporation
	 	Medtech
    Products Inc.
	 	Peaks
    HBC Company, Inc.
	 	Prestige
    Brands Holdings, Inc.
	 	Prestige
    Brands International, Inc.
	 	Prestige
    Services Corp.
	 	as Subsidiary Guarantors
	 	 
	 	By: 	/s/ Ron Lombardi
	 	 	Name: Ronald M. Lombardi
	 	 	Title: President



 


[Prestige Brands – Signature Page to Amendment No. 6 (Term Loan)]


 






     


     


    

 


	 	BARCLAYS BANK PLC, as Administrative Agent
	 	 
	 	By: 	/S/ Regina Tarone
	 	 	Name: Regina Tarone
	 	 	Title: Managing Director







 


[Prestige Brands – Signature Page to Amendment No. 6 (Term Loan)]


 






     


     


    





 


Exhibit A





 



 


TERM LOAN CREDIT AGREEMENT



Dated as of January 31, 20122012,


as amended by Amendment No. 1 on February 21, 2013,


as amended by Amendment No. 2 on September 3, 2014,


as amended by Amendment No. 3 on May 8, 2015,


as amended by Amendment No. 4 on January 26, 2017,


and
as amended by Amendment No. 5 on March 21, 2018.2018


and
as amended by Amendment No. 6 on July 1, 2021




Among



PRESTIGE BRANDS HOLDINGS,CONSUMER
HEALTHCARE INC.,

as Holdings,



PRESTIGE BRANDS, INC.,

as the Borrower,



THE GUARANTORS PARTY HERETO FROM TIME TO TIME,



BARCLAYS BANK PLC (as successor to CITIBANK, N.A.),

as Administrative Agent,



and


 


THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME



CITIGROUP GLOBAL MARKETS INCCITIBANK,
N.A.,

MORGAN STANLEY SENIOR FUNDING, INC. and

RBC CAPITAL MARKETS

as Joint Lead Arrangers and Joint Bookrunners,



MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent


and


 


RBC CAPITAL MARKETS1,

as Documentation Agent,


 


and 


 


BARCLAYS BANK PLC, and


CITIGROUP
GLOBAL MARKETSMORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers for Amendment No. 46


 


and


 


BARCLAYS BANK PLC,


CITIGROUP
GLOBAL MARKETS INC.,CITIBANK, N.A.,


MORGAN STANLEY SENIOR FUNDING, INC.


RBC CAPITAL MARKETS, and


DEUTSCHE
BANK SECURITIES INC.,

as Joint Bookrunners for Amendment No. 46




 





 



 





 






1 RBC Capital Markets is a marketing name for the investment
banking activities of the Royal Bank of Canada.


 









     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	ARTICLE I.	
	DEFINITIONS
    AND ACCOUNTING TERMS	 
	Section 1.01	Defined
    Terms	2
	Section 1.02	Other
    Interpretive Provisions	6075
	Section 1.03	Accounting
    Terms	6176
	Section 1.04	Rounding	6176
	Section 1.05	References
    to Agreements, Laws, Etc.	6176
	Section 1.06	Times
    of Day	6176
	Section 1.07	Timing
    of Payment of Performance	6176
	Section 1.08	Cumulative
    Credit Transactions	6276
	Section 1.09	Pro
    Forma Calculations	6277
	Section 1.10	Currency
    Generally	6378
	ARTICLE II.	 
	THE COMMITMENTS
    AND CREDIT EXTENSIONS	 
	Section 2.01	The
    Loans	6479
	Section 2.02	Borrowings,
    Conversions and Continuations of Loans	6681
	Section 2.03	[Reserved]	6883
	Section 2.04	[Reserved]	6883
	Section 2.05	Prepayments	6883
	Section 2.06	Termination
    or Reduction of Commitments	7793
	Section 2.07	Repayment
    of Loans	7893
	Section 2.08	Interest	7893
	Section 2.09	Fees	7894
	Section 2.10	Computation
    of Interest and Fees	7995
	Section 2.11	Evidence
    of Indebtedness	7995
	Section 2.12	Payments
    Generally	8095
	Section 2.13	Sharing
    of Payments	8197
	Section 2.14	Incremental
    Credit Extensions	8298
	Section 2.15	Refinancing
    Amendments	85101
	Section 2.16	Extension
    of Term Loans	85102
	ARTICLE III.	 
	TAXES, INCREASED
    COSTS PROTECTION AND ILLEGALITY	 
	Section 3.01	Taxes	88104
	Section 3.02	Illegality	90107
	Section 3.03	Inability
    to Determine Rates	91108
	Section 3.04	Increased
    Cost and Reduced Return; Capital Adequacy; Eurocurrency Rate Loan Reserves	91109
	Section 3.05	Funding
    Losses	92110
	Section 3.06	Matters
    Applicable to All Requests for Compensation	93111
	Section 3.07	Replacement
    of Lenders under Certain Circumstances	94112
	Section 3.08	Survival	95113



 






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	 	Page
	ARTICLE IV.	 
	CONDITIONS
    PRECEDENT TO CREDIT EXTENSIONS	 
	Section 4.01	Conditions
    to Initial Credit Extension	95113
	Section 4.02	Conditions
    to All Credit Extensions after the Closing Date.	98116
	ARTICLE V.	 
	REPRESENTATIONS
    AND WARRANTIES	 
	Section 5.01	Existence,
    Qualification and Power; Compliance with Laws	98117
	Section 5.02	Authorization;
    No Contravention	99117
	Section 5.03	Governmental
    Authorization; Other Consents	99118
	Section 5.04	Binding
    Effect	99118
	Section 5.05	Financial
    Statements; No Material Adverse Effect	99118
	Section 5.06	Litigation	100119
	Section 5.07	Ownership
    of Property; Liens	101120
	Section 5.08	Environmental
    Matters	101120
	Section 5.09	Taxes	101121
	Section 5.10	ERISA
    Compliance	102121
	Section 5.11	Subsidiaries;
    Equity Interests	102121
	Section 5.12	Margin
    Regulations; Investment Company Act	102122
	Section 5.13	Disclosure	103122
	Section 5.14	Labor
    Matters	103122
	Section 5.15	Intellectual
    Property; Licenses, Etc.	103123
	Section 5.16	Solvency	103123
	Section 5.17	Subordination
    of Junior Financing	104123
	Section 5.18	USA
    Patriot Act	104123
	Section 5.19	Security
    Documents	104124
	ARTICLE VI.	 
	AFFIRMATIVE
    COVENANTS	 
	Section 6.01	Financial
    Statements	105125
	Section 6.02	Certificates;
    Other Information	107127
	Section 6.03	Notices	108128
	Section 6.04	Payment
    of Taxes	108128
	Section 6.05	Preservation
    of Existence, Etc.	108
    129
	Section 6.06	Maintenance
    of Properties	109129
	Section 6.07	Maintenance
    of Insurance	109129
	Section 6.08	Compliance
    with Laws	109130
	Section 6.09	Books
    and Records	109130
	Section 6.10	Inspection
    Rights	110130
	Section 6.11	Additional
    Collateral; Additional Guarantors	110131
	Section 6.12	Compliance
    with Environmental Laws	112133
	Section 6.13	Further
    Assurances	112133
	Section 6.14	Designation
    of Subsidiaries	112134
	Section 6.15	Maintenance
    of Ratings	113134
	ARTICLE VII.	 
	NEGATIVE COVENANTS	 
	Section 7.01	Liens	113134



 






    -ii-


     


    

 


	 	 	Page
	 	 	 
	Section 7.02	Investments	117139
	Section 7.03	Indebtedness	120142
	Section 7.04	Fundamental
    Changes	123146
	Section 7.05	Dispositions	124147
	Section 7.06	Restricted
    Payments	126150
	Section 7.07	Change
    in Nature of Business	129153
	Section 7.08	Transactions
    with Affiliates	129153
	Section 7.09	Burdensome
    Agreements	131155
	Section 7.10	Use
    of Proceeds	133157
	Section 7.11	Financial
    Covenants	133157
	Section 7.12	Accounting
    Changes	133158
	Section 7.13	Prepayments,
    Etc. of Certain Indebtedness	134158
	Section 7.14	Permitted
    Activities	134158
	Section
    7.15	Unrestricted
    Subsidiaries	158
	ARTICLE VIII.	 
	EVENTS OF
    DEFAULT AND REMEDIES	 
	Section 8.01	Events
    of Default	135159
	Section 8.02	Remedies
    Upon Event of Default	137161
	Section 8.03	Application
    of Funds	137161
	Section 8.04	Borrower’s
    Right to Cure	138162
	ARTICLE IX.	 
	ADMINISTRATIVE
    AGENT AND OTHER AGENTS	 
	Section 9.01	Appointment
    and Authority	139163
	Section 9.02	Rights
    as a Lender	140164
	Section 9.03	Exculpatory
    Provisions	140164
	Section 9.04	Reliance
    by Administrative Agent	141165
	Section 9.05	Delegation
    of Duties	141165
	Section 9.06	Resignation
    of Administrative Agent	141166
	Section 9.07	Non-Reliance
    on Administrative Agent and Other Lenders	142166
	Section 9.08	No
    Other Duties, Etc.	143
    166
	Section 9.09	Administrative
    Agent May File Proofs of Claim	143167
	Section 9.10	Collateral
    and Guaranty Matters	143167
	Section 9.11	Term
    Loan Secured Hedge Agreements; Intercreditor Agreements	144168
	Section 9.12	Withholding
    Tax Indemnity	144169
	Section 9.13	ERISA
    Matters	145169
	Section
    9.14	Erroneous
    Payments	171
	ARTICLE X.	 
	MISCELLANEOUS	 
	Section 10.01	Amendments,
    Etc.	147172
	Section 10.02	Notices
    and Other Communications; Facsimile Copies	149173
	Section 10.03	No
    Waiver; Cumulative Remedies	151175
	Section 10.04	Attorney
    Costs and Expenses	151175
	Section 10.05	Indemnification
    by the Borrower	152176
	Section 10.06	Payments
    Set Aside	153177
	Section 10.07	Successors
    and Assigns	154177



 






    -iii-


     


    

 


	 	 	Page
	 	 	 
	Section 10.08	Confidentiality	158183
	Section 10.09	Setoff	159183
	Section 10.10	Interest
    Rate Limitation	160184
	Section 10.11	Counterparts;
    Electronic Execution	160184
	Section 10.12	Integration;
    Termination	160185
	Section 10.13	Survival
    of Representations and Warranties	160185
	Section 10.14	Severability	161185
	Section 10.15	GOVERNING
    LAW	161185
	Section 10.16	WAIVER
    OF RIGHT TO TRIAL BY JURY	161186
	Section 10.17	Binding
    Effect	162186
	Section 10.18	USA
    Patriot Act	162187
	Section 10.19	No
    Advisory or Fiduciary Responsibility	162187
	Section 10.20	ABL
    Intercreditor Agreement	163187
	ARTICLE XI.	 
	GUARANTEE	 
	Section 11.01	The
    Guarantee	163189
	Section 11.02	Obligations
    Unconditional	163189
	Section 11.03	Reinstatement	165191
	Section 11.04	Subrogation;
    Subordination	165191
	Section 11.05	Remedies	165191
	Section 11.06	Instrument
    for the Payment of Money	165192
	Section 11.07	Continuing
    Guarantee	165192
	Section 11.08	General
    Limitation on Guarantee Obligations	165192
	Section 11.09	Release
    of Guarantors	166192
	Section 11.10	Right
    of Contribution	166193
	Section 11.11	Keepwell	167193
	Section 11.12	Excluded
    Swap Obligations Limitation	167194
	Section 11.13	Acknowledgement
    and Consent to Bail-In of EEAAffected
    Financial Institutions	167194



 









    -iv-


     


    

 


SCHEDULES


 


		I	Guarantors



		10.02	Administrative Agent’s Office, Certain Addresses for Notices



 


EXHIBITS


 


Form of


 


		A	Committed Loan Notice



		B	[Reserved]



		C	Term Note



		D-1	Compliance Certificate



		D-2	Solvency Certificate



		E-1	Assignment and Assumption



		E-2	[Reserved]



		E-3	Acceptance and Prepayment Notice



		E-4	Discount Range Prepayment Notice



		E-5	Discount Range Prepayment Offer



		E-6	Solicited Discounted Prepayment Notice



		E-7	Solicited Discounted Prepayment Offer



		E-8	Specified Discount Prepayment Notice



		E-9	Specified Discount Prepayment Response



		F	Security Agreement



		G	Intercompany Note



		H	[Reserved]



		I	United States Tax Compliance Certificate



		J	Junior Lien Intercreditor Agreement



		K	First Lien Intercreditor Agreement



		L	ABL Intercreditor Agreement



		M	[Reserved]



		N	Legal Opinion of Kirkland & Ellis LLP



 






    -v-


     


    





 





TERM LOAN CREDIT AGREEMENT


 


This
TERM LOAN CREDIT AGREEMENT is entered into as of January 31, 2012, among PRESTIGE BRANDS HOLDINGS,CONSUMER
HEALTHCARE INC., a Delaware corporation (“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation (the
 “Borrower”), the other Guarantors party hereto from time to time, BARCLAYS BANK PLC (as successor to CITIBANK, N.A.),
as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually,
a “Lender”).


 


PRELIMINARY STATEMENTS


 


Pursuant to (i) the Business Sale and Purchase Agreement,
dated as of December 20, 2011 (as amended, supplemented or modified from time to time, the “Acquisition Agreement”),
by and among Holdings, on the one hand, and GlaxoSmithKline LLC, a company incorporated under the laws of the state of Delaware, and the
other sellers identified therein (collectively, the “Seller”), a Subsidiary Guarantor to whom Holdings will, at or
prior to the Closing Date, assign its rights and obligations under the Acquisition Agreement (the “BSPA Assignment”)
will acquire (the “Acquisition”) the Acquired Business and (ii) the Business Sale and Purchase Agreement, dated as
of December 20, 2011 (as amended, supplemented or modified from time to time, the “Split Brands Acquisition Agreement”),
by and among Holdings, on the one hand, and the Seller, Holdings has agreed to acquire (the “Split Brands Acquisition”)
the Split Brands prior the Split Brands Cutoff Date (as defined herein) .


 


The Borrower has requested that, substantially simultaneously
with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of Term B Loans (as this and other capitalized
terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an initial aggregate principal amount
of $660,000,000.


 


The proceeds of the Term B Loans, together with the
proceeds of the issuance of the Senior Notes will be used by the Borrower to pay the consideration in connection with the Acquisition
and Transaction Expenses.


 


The Borrower has requested that, substantially simultaneously
with the consummation of the 2014 Insight Acquisition, the Lenders extend credit to the Borrower in the form of Term B-2 Loans (as this
and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Amendment No. 2 Effective Date
in an aggregate principal amount of $720,000,000.


 


The proceeds of the Term B-2 Loans, will be used
by the Borrower to pay the consideration in connection with the Insight Acquisition and Insight Transaction Expenses.


 


The applicable Lenders have indicated their willingness
to lend on the terms and subject to the conditions set forth herein.


 


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


 








     


     


    

 


ARTICLE
I.


 





DEFINITIONS AND ACCOUNTING TERMS


 


Section
1.01           Defined Terms.


 


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


 


“2014 Refinancing” means the prepayment
of all indebtedness under (i) that certain First Lien Credit Agreement, dated as of August 26, 2011 (as amended, restated, supplemented,
or modified from time to time prior to the Amendment No. 2 Effective Date), among Insight Pharmaceuticals LLC, General Electric Capital
Corporation, as administrative agent and collateral agent, the lenders party thereto, and the other agents party thereto and (ii) that
certain Second Lien Credit Agreement, dated as of August 26, 2011 (as amended, restated, supplemented, or modified from time to time prior
to the Amendment No. 2 Effective Date), among Insight Pharmaceuticals LLC, General Electric Capital Corporation, as administrative agent
and collateral agent, the lenders party thereto, and the other agents party thereto, shall have been paid in full, and all commitments,
security interests and guaranties in connection therewith shall have been terminated and released.


 


“2014 Transaction Expenses” means
any fees or expenses incurred or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the 2014 Transactions
(including expenses in connection with hedging transactions), Amendment No. 2 and the transactions contemplated hereby and thereby.


 


“2014 Transactions” means, collectively,
(a) the Insight Acquisition, (b) the funding of the Term B-2 Loans on the Amendment No. 2 Effective Date and the execution and delivery
of Amendment No. 2 to be entered into on the Amendment No. 2 Effective Date, (c) the execution and delivery by the Borrower and the Subsidiaries
party thereto of Amendment No. 2 to the ABL Credit Agreement, (d) the 2014 Refinancing and (e) the payment of 2014 Transaction Expenses.


 


“2021 Notes” means the Borrower’s
5.375% Senior Notes due 2021.


 


“2021 Notes Indenture” means the
indenture for the 2021 Notes, dated as of December 17, 2013, between the Borrower and U.S. Bank, National Association, as trustee, as
the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this Agreement.


 


“2021
Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrower or any of their respective
Subsidiaries in connection with the 2021 Transactions (including expenses in connection with hedging transactions), Amendment No. 6 and
the transactions contemplated hereby and thereby.


 


“2021
Transactions” means, collectively, (a) the Akorn Acquisition, (b) the funding of the Term B-5 Loans on the Amendment No. 6 Effective
Date and the execution and delivery of Amendment No. 6 to be entered into on the Amendment No. 6 Effective Date, (c) the refinancing in
full of all Term B-4 Loans and (d) the payment of 2021 Transaction Expenses.


 






    -2-


     


    

 





“2024
Notes” means the Borrower’s 6.375% Senior Notes due 2024.


 


“2024 Notes Indenture” means the
indenture for the 2024 Notes, dated as of February 19, 2016, between the Borrower and U.S. Bank, National Association, as trustee, as
the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this Agreement.


 


“2028
Notes” means the Borrower’s 5.125% Senior Notes due 2028.


 


“2028
Notes Indenture” means the indenture for the 2028 Notes, dated as of December 2, 2019, between the Borrower and U.S. Bank, National
Association, as trustee, as the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this
Agreement.


 


“2031
Notes” means the Borrower’s 3.750% Senior Notes due 2031.


 


“2031
Notes Indenture” means the indenture for the 2031 Notes, dated as of March 1, 2021, between the Borrower and U.S. Bank, National
Association, as trustee, as the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this
Agreement.


 


“ABL
Agent” means Citibank, N.A., in its capacity as administrative agent under the ABL Facility Documentation, or any successor
administrative agent or collateral agent under the ABL Facility Documentation.


 


“ABL
Claimholders” has the meaning assigned to such term in the ABL Intercreditor Agreement.


 


“ABL
Credit Agreement” means that certain credit agreement dated as of the Closing Date, among Holdings, the Borrower, the
Subsidiary Guarantors party thereto, the lenders party thereto and the ABL Agent, as the same may be amended, restated, modified, supplemented,
extended, renewed, refunded, replaced or refinanced from time to time in one or more agreements (in each case with the same or new lenders,
institutional investors or agents), including any agreement extending the maturity thereof or otherwise restructuring all or any portion
of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof, in each case as
and to the extent permitted by this Agreement and the ABL Intercreditor Agreement.


 


“ABL Facility” means that credit
facility made available to the Borrower and certain of its Subsidiaries pursuant to the ABL Credit Agreement.


 


“ABL
Facility Documentation” means the ABL Credit Agreement and all security agreements, guarantees, pledge agreements and
other agreements or instruments executed in connection therewith.


 


“ABL Facility
Indebtedness” means (i) Indebtedness of Holdings, the Borrower or any Restricted
Subsidiary outstanding under the ABL Facility Documentation, (ii) any Swap Contract permitted pursuant to SectionArticle VII
hereof that is entered into by and between the Borrower or any Restricted Subsidiary and any Person that is a lender under the ABL
Credit Agreement or an Affiliate of a lender under the ABL Credit Agreement at the time such Swap Contract is entered into and (iii)
any agreement with respect to Cash Management Obligations permitted under Article VII that is entered into by and between the
Borrower or any Restricted Subsidiary and any Person that is a lender under the ABL Credit Agreement or an Affiliate of a lender
under the ABL Credit Agreement at the time such agreement is entered into.


 






    -3-


     


    

 


“ABL
Intercreditor Agreement” means the intercreditor agreement dated as of the Closing Date among the Administrative Agent,
the ABL Agent and the Loan Parties, substantially in the form attached as Exhibit L hereto or any other intercreditor agreement
among the ABL Agent, one or more Senior Representatives of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing
Debt and the Administrative Agent on terms that are no less favorable in any material respect to the Secured Parties as those contained
in the form attached as Exhibit L hereto.


 


“ABL
Priority Collateral” has the meaning assigned to such term in the ABL Intercreditor Agreement.


 


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


 


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


 


“Acceptance and Prepayment Notice”
means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit E-3.


 


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


 


“Acquired Business” means the
Business (as defined in the Acquisition Agreement (as in effect on December 20, 2011)).


 


“Acquired Business Annual Financial Statements”
means the audited statements of net assets to be sold of the Acquired Business as of December 31, 2010, 2009 and 2008 and related statements
of revenues and direct operating expenses of the Acquired Business for the fiscal years then ended.


 


“Acquired Business Unaudited Financial Statements”
means the unaudited statements of net assets to be sold and related statements of revenues and direct operating expenses of the Acquired
Business for the nine month period ended September 30, 2011 and the prior comparative period.


 


“Acquisition” has the meaning
specified in the preliminary statements to this Agreement.


 


“Acquisition Agreement” has the
meaning specified in the preliminary statements to this Agreement.


 


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


 






    -4-


     


    

 





“Additional Refinancing Lender”
means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution
or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Refinancing Term Loans
pursuant to a Refinancing Amendment in accordance with Section 2.15, provided that each Additional Refinancing Lender shall be
subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld or delayed, to the extent that
each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved Fund and
(ii) the Borrower.


 


“Additional Term B-1 Commitment”
means, with respect to any Person, the commitment of such Person to make an Additional Term B-1 Loan on the Amendment No. 1 Effective
Date, in the amount set forth on the joinder agreement of such Additional Term B-1 Lender to Amendment No. 1. The aggregate amount of
the Additional Term B-1 Commitments of all such Persons shall equal the outstanding aggregate principal amount of Non-Exchanged Term B
Loans.


 


“Additional Term B-1 Lender”
means a Person with an Additional Term B-1 Commitment to make Additional Term B-1 Loans to the Borrower on the Amendment No. 1 Effective
Date, which for the avoidance of doubt may be an existing Term Lender.


 


“Additional Term B-1 Loan” means
a Loan that is made pursuant to Section 2.01(b)(ii) of the Credit Agreement on the Amendment No. 1 Effective Date.


 


“Additional Term B-3 Commitment”
means, with respect to any Person, the commitment of such Person to make an Additional Term B-3 Loan on the Amendment No. 3 Effective
Date, in the amount set forth on the joinder agreement of such Additional Term B-3 Lender to Amendment No. 3. The aggregate amount of
the Additional Term B-3 Commitments of all such Persons shall equal the outstanding aggregate principal amount of Non-Exchanged Term Loans.


 


“Additional Term B-3 Lender”
means a Person with an Additional Term B-3 Commitment to make Additional Term B-3 Loans to the Borrower on the Amendment No. 3 Effective
Date, which for the avoidance of doubt may be an existing Term Lender.


 


“Additional Term B-3 Loan” means
a Loan that is made pursuant to Section 2.01(d)(ii) of the Credit Agreement on the Amendment No. 3 Effective Date.


 


“Adjustment Date” means each date
of delivery of the Compliance Certificate required to be delivered pursuant to Section 6.02.


 


“Administrative Agent” means Barclays
(as successor to Citi), in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.


 


“Administrative Agent’s Office”
means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as
the Administrative Agent may from time to time notify the Borrower and the Lenders.


 






    -5-


     


    

 





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


 


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


 


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


 


“Agent Parties” has the meaning
set forth in Section 10.02(b).


 


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


 


“Agents” means, collectively,
the Administrative Agent, the Syndication Agent, the Documentation Agent, the Arrangers and the Bookrunners.


 


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


 


“Agreement”
means this Credit Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 44,
Amendment No. 5 and Amendment No. 5,6,
and as the same may be amended, supplemented or otherwise modified from time to time.


 


“Akorn”
has the meaning assigned thereto in the definition of “Akorn Acquisition Agreement.”


 


“Akorn
Acquisition” means the acquisition of certain assets of Akorn pursuant to the Akorn Acquisition Agreement.


 


“Akorn
Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of May 27, 2021, by and between Medtech Products,
Inc., a Delaware corporation and a wholly owned Subsidiary of Borrower (“Akorn Buyer”) and Akorn Operating Company
LLC, a Delaware limited liability company (“Akorn”).


 


“Akorn
Buyer” has the meaning assigned thereto in the definition of “Akorn Acquisition Agreement.”


 


“All-In Yield” means, as to any
Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, Eurocurrency Rate or Base Rate floors,
or otherwise; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or,
if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that
 “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees or other fees not
paid to all Lenders of such Indebtedness.


 






    -6-


     


    

 





“Amendment No. 1” means Amendment
No. 1 to this Agreement dated as of February 21, 2013.


 


“Amendment No. 1 Effective Date”
means February 21, 2013, the date on which all conditions precedent set forth in Section 4 of Amendment No. 1 are satisfied.


 


“Amendment No. 2” means Amendment
No. 2 to this Agreement dated as of September 3, 2014.


 


“Amendment
No. 2 Arrangers” means Citigroup Global Markets IncCitibank,
N.A., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets.


 


“Amendment No. 2 Effective Date”
means September 3, 2014, the date on which all conditions precedent set forth in Section 3 of Amendment No. 2 are satisfied.


 


“Amendment No. 2 Funding Fee”
has the meaning set forth in Section 2.09(c).


 


“Amendment No. 2 Joinder” means
the Joinder Agreement dated September 3, 2014, entered into on the Amendment No. 2 Effective Date.


 


“Amendment No. 3” means Amendment
No. 3 to this Agreement dated as of May 8, 2015.


 


“Amendment
No. 3 Arrangers” means Barclays Bank PLC and Citigroup Global Markets IncCitibank,
N.A.


 


“Amendment No. 3 Effective Date”
means May 8, 2015, the date on which all conditions precedent set forth in Section 4 of Amendment No. 3 are satisfied.


 


“Amendment No. 4” means Amendment
No. 4 to this Agreement dated as of January 26, 2017. For the avoidance of doubt, Amendment No. 4 shall also constitute a Refinancing
Amendment and an Incremental Amendment.


 


“Amendment
No. 4 Arrangers” means Barclays Bank PLC and Citigroup Global Markets IncCitibank,
N.A.


 


“Amendment
No. 4 Bookrunners” means Barclays Bank PLC, Citigroup Global Markets IncCitibank,
N.A., Morgan Stanley Senior Funding, Inc., RBC Capital Markets2 and Deutsche Bank Securities Inc.


 





2
RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.


 


 


“Amendment No. 4 Effective Date”
means January 26, 2017, the date on which all conditions precedent set forth in Sections 2 and 3 of Amendment No. 4 are satisfied.


 





 



 


2 RBC Capital Markets
is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.


 






    -7-


     


    

 





“Amendment No. 4 Funding Fee”
has the meaning set forth in Section 2.09(d).


 


“Amendment No. 4 Joinder” means
the Joinder Agreement dated January 26, 2017 entered into on the Amendment No. 4 Effective Date.


 


“Amendment No. 5” means Amendment
No. 5 to this Agreement dated as of March 21, 2018 among the Loan Parties, the Administrative Agent and the New Term B-4 Lender.


 


“Amendment No. 5 Effective Date”
means March 21, 2018, the date on which all conditions precedent set forth in Section 4 of Amendment No. 5 are satisfied.


 


“Amendment
No. 6” means Amendment No. 6 to this Agreement dated as of July 1, 2021. For the avoidance of doubt, Amendment No. 6 shall also
constitute an Incremental Amendment.


 


“Amendment
No. 6 Arrangers” means Barclays Bank PLC and Morgan Stanley Senior Funding, Inc. 


 


“Amendment
No. 6 Bookrunners” means Barclays Bank PLC, Citibank, N.A., Morgan Stanley Senior Funding, Inc., RBC Capital Markets and Deutsche
Bank Securities Inc.


  


“Amendment
No. 6 Effective Date” means July 1, 2021, the date on which all conditions precedent set forth in Sections 2 and 3 of Amendment
No. 6 are satisfied.


 


“Amendment
No. 6 Funding Fee” has the meaning set forth in Section 2.09(e).


 


“Amendment
No. 6 Joinder” means the Joinder Agreement dated July 1, 2021 entered into on the Amendment No. 6 Effective Date.


 


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


 


“Applicable ECF Percentage” means,
for any Excess Cash Flow Period, (a) 50% if the Consolidated First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow
Period is greater than 3.00:1.00, (b) 25% if the Consolidated First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow
Period is less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (c) 0% if the Consolidated First Lien Net Leverage Ratio as of
the last day of such Excess Cash Flow Period is less than or equal to 2.50:1.00.


 


“Applicable
Rate” means, with respect to the Term B-5
Loans, a percentage per annum equal to (A) for Eurocurrency Rate Loans 2.00% and (B) for Base Rate Loans, 1.00%.


 


“Appropriate Lender” means, at
any time, with respect to Loans of any Class, the Lenders of such Class.


 


“Approved Bank” has the meaning
set forth in clause (c) of the definition of “Cash Equivalents.”


 


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


 






    -8-


     


    

 





“Arrangers”
means Citigroup Global Markets IncCitibank,
N.A., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets, each in its capacity as a joint lead arranger under this
Agreement.


 


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


 


“Assignment and Assumption” means
an Assignment and Assumption substantially in the form of Exhibit E-1 hereto.


 


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


 


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


 


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


 


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


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current
Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y)
otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of
such date.


 


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


 


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


 


“Barclays” means Barclays Bank
PLC.


 






    -9-


     


    

 





“Base Rate” means for any day
a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest last quoted by
The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such
rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected
Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein
(as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent)
and (c) the Eurocurrency Rate plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day); provided
that in no event shall the Base Rate with respect to Term Loans be less than 1.00% per annum. Any change in such rate announced by the
Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.


 


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


 


“Benchmark”
means, initially, the Eurocurrency Rate; provided that if a replacement of the Benchmark has occurred pursuant to Section 3.03,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such
prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation
thereof.


 


“Benchmark
Replacement” means, for any Available Tenor:


 


(a)       For
purposes of Section 3.03(a), the first alternative set forth below that can be determined by the Administrative Agent:


 


(i)       the
sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis
points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’
duration, or


 


(ii)       the
sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement
of the tenor of the Eurocurrency Rate with a SOFR-based rate having approximately the same length as the interest payment period specified
in Section 3.03(a); and


 


(b)       For
purposes of Section 3.03(b), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value
or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor
of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations
made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;


 


provided
that,
if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


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


 






    -10-


     


    

 


“Benchmark
Transition Event” means, with respect to any then-current Benchmark other than the Eurocurrency Rate, the occurrence of a public
statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor
for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an
insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator
for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark,
announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such
Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer
be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness
will not be restored. 


 


“Benefit Plan” means any of (a)
an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined
in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title
I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


“Bookrunner”
means each of Citigroup Global Markets IncCitibank,
N.A., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets, each in its capacity as a joint bookrunner.


 


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


 


“Borrower Materials” has the meaning
specified in Section 6.01.


 


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


 


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


 


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


 









    -11-


     


    

 



 


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


 


“Borrowing Base” means an amount
equal to (i) 85% of the face amount of the accounts receivable plus (ii) the lesser of (x) 75% of the lower of cost or market value
or (y) 85% of the net orderly liquidation value, in each case, of the inventory, in each case, of the Borrower and its Restricted Subsidiaries.


 


“BSPA Assignment” has the meaning
specified in the preliminary statements to this Agreement.


 


“Business Day” means any day other
than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the
State of New York and, if such day relates to any Eurocurrency Rate Loan, means any such day that is also a London Banking Day.


 


“Canadian Dollar” means lawful
money of Canada.


 


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


 


“Capitalized Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease 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.


 


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


 


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


 


“Cash Collateral Account” means
a blocked account at Citi (or another commercial bank selected by the Administrative Agent) in the name of the Administrative Agent and
under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative
Agent.


 






    -12-


     


    

 


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


 


(a)       Dollars,
pounds sterling, euros or Canadian Dollars;


 


(b)       readily
marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United
States or the United Kingdom having average maturities of not more than 24 months from the date of acquisition thereof; provided
that the full faith and credit of the United States or the United Kingdom, as applicable, is pledged in support thereof;


 


(c)       time
deposits or eurodollar time deposits with, insured certificates of deposit, bankers’ acceptances or overnight bank deposits of,
or letters of credit issued by, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States,
any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the
principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District
of Columbia or any member nation of the Organization for Economic Cooperation and Development and is a member of the Federal Reserve System,
and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved
Bank”), in each case with maturities not exceeding 24 months from the date of acquisition thereof;


 


(d)       commercial
paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note
issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing
transactions) rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s,
in each case with average maturities of not more than 24 months from the date of acquisition thereof;


 


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


 


(f)       repurchase
obligations for underlying securities of the types described in clauses (b), (c) and (e) above entered into with any Approved Bank;


 


(g)       securities
with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign
government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);


 






    -13-


     


    

 


(h)       Investments
(other than in structured investment vehicles and structured financing transactions) with average maturities of 12 months or less from
the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent
thereof) or better by Moody’s;


 


(i)       securities
with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank;


 


(j)       instruments
equivalent to those referred to in clauses (a) through (i) above denominated in euros or any other foreign currency comparable in credit
quality and tenor to those referred to above and 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 any Restricted Subsidiary organized in
such jurisdiction;


 


(k)       Investments,
classified in accordance with GAAP as Current Assets of the Borrower or any Restricted Subsidiary, in money market investment programs
which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at
least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the
character, quality and maturity described in clauses (a) through (i) of this definition; and


 


(l)       investment
funds investing at least 95% of their assets in securities of the types described in clauses (a) through (k) above.


 


“Cash Management Obligations”
means obligations owed by the Borrower or any Restricted Subsidiary in respect of any overdraft and related liabilities arising from treasury,
depository and cash management services or any automated clearing house transfers of funds.


 


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


 


“C.B.
Fleet Acquisition” means the merger of C.B. Fleet Merger Sub with and into C.B. Fleet Topco, with C.B. Fleet Topco as the surviving
limited liability company in such merger and as a result of which C.B. Fleet Topco shall become an indirect wholly owned Subsidiary of
Borrower.


 


“C.B. Fleet Acquisition Agreement”
means that certain Agreement and Plan of Merger, dated as of December 21, 2016, by and among Medtech Products, Inc., a Delaware corporation
and a wholly owned Subsidiary of Borrower (“C.B. Fleet Buyer”), AETAGE LLC, a Delaware limited liability company and
a direct wholly-owned subsidiary of C.B. Fleet Buyer (“C.B. Fleet Merger Sub”), C.B. Fleet TopCo, and Gryphon
Partners 3.5, L.P., a Delaware limited partnership, solely in its capacity as the Sellers’ Representative (as defined in such Agreement
and Plan of Merger).


 






    -14-


     


    

 


“C.B. Fleet Acquisition”
means the merger of C.B. Fleet Merger Sub with and into C.B. Fleet Topco, with C.B. Fleet Topco as the surviving limit1ed liability company
in such merger and as a result of which C.B. Fleet Topco shall become an indirect wholly owned Subsidiary of Borrower.


 


“C.B.
Fleet Buyer” has the meaning assigned thereto in the definition of “C.B.
Fleet Acquisition Agreement.”


 


“C.B.
Fleet Merger Sub” has the meaning assigned thereto in the definition of “C.B.
Fleet Acquisition Agreement.”


 


“C.B. Fleet TopCo” means C.B.
Fleet TopCo, LLC, a Delaware limited liability company.


 


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


 


“Citi” means
Citibank, N.A., a national banking association, acting in its individual capacity, and its successors and assigns.


 


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


 


(a)       (i)
any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing
Date, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan), shall have, directly or indirectly, acquired beneficial ownership
of Equity Interests representing 35% or more of the aggregate voting power represented by the issued and outstanding Equity Interests
of Holdings or (ii) during each period of twelve consecutive months, individuals who, at the beginning of such period, constituted the
board of directors (or similar governing body) of Holdings (together with any directors whose election by the board of directors of Holdings
or whose nomination for election by the members of Holdings was approved by a vote of at least a majority of the directors (or members
of a similar governing body) then still in office who either were directors at the beginning of such period or whose elections or nomination
for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors
(or members of a similar governing body) then in office;


 


(b)       a
 “change of control” (or similar event) shall occur in any document pertaining to the ABL Facility, the 20212028
Notes or the 20242031
Notes or, in each case, any Permitted Refinancing thereof with an aggregate outstanding principal amount in excess of the Threshold Amount;
or


 


(c)       Holdings
shall cease to own 100% of the Equity Interests of the Borrower.


 


“Citi”
means Citibank, N.A., a national banking association, acting in its individual capacity, and its successors and assigns.


 






    -15-


     


    

 


“Class”
(a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of
Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Term B-1 Commitments, Term B-2
Commitments, Term B-3 Commitments, Term B-4 Commitments, Term
B-5 Commitments, Term Commitments, Other Term Loan Commitments or Refinancing Term Commitments of a given Refinancing Series
and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing are Term
B-1 Loans, Term B-2 Loans, Term B-3 Loans, Term B-4 Loans, Term
B-5 Loans, Incremental Term Loans, Other Term Loans, Refinancing Term Loans of a given Refinancing Series or Extended Term
Loans of a given Term Loan Extension Series. Term B-1 Commitments, Term B-2 Commitments, Term B-3 Commitments, Term B-4 Commitments, Term
B-5 Commitments, Other Term Loan Commitments and Term Commitments (and in each case, the Loans made pursuant to such Commitments)
that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made
pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class.


 


“Closing Date” means January 31,
2012.


 


“Closing
Fee” has the meaning set forth in Section 2.09(b).


 


“Code” means the U.S. Internal
Revenue Code of 1986, and the United States Treasury Department regulations promulgated thereunder, as amended from time to time.


 


“Collateral” means the “Collateral”
as defined in the Security Agreement and all the “Collateral” or “Pledged Assets” or similar term as defined in
any other Collateral Document and any other assets pledged pursuant to any Collateral Document.


 


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


 


(a)       the
Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Closing Date, pursuant to Section
4.01(a)(iv) and (ii) at such time as may be designated therein, pursuant to the Collateral Documents, Section 6.11 or 6.13, subject, in
each case, to the limitations and exceptions of this Agreement, duly executed by each Loan Party thereto;


 


(b)       all
Obligations shall have been unconditionally guaranteed by Holdings and each Restricted Subsidiary of the Borrower that is a wholly owned
Material Domestic Subsidiary (other than any Excluded Subsidiary) including those that are listed on Schedule I hereto (each, a
 “Guarantor”); provided that, in addition, notwithstanding anything to the contrary contained in this Agreement,
any Subsidiary of the Borrower that is an obligor under the 20212028
Notes, the 20242031
Notes, any ABL Facility Indebtedness, any Junior Financing, Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing
Debt, Permitted Junior Priority Refinancing Debt or any Permitted Refinancing of any thereof, shall be a Guarantor hereunder for so long
as it is an obligor under such Indebtedness;


 






    -16-


     


    

 


(c)       the
Obligations and the Guaranty shall have been secured by a first-priority security interest (subject to Liens permitted by Section 7.01)
in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests of each Restricted Subsidiary that is a wholly owned Domestic
Subsidiary (other than a Domestic Subsidiary described in the following clause (iii)(A) or that has no material assets other than Equity
Interests (including any Indebtedness treated as equity for U.S. federal income tax purposes) of one or more Foreign Subsidiaries (other
than Material Foreign Subsidiaries) that are CFCs) that is directly owned by the Borrower or any Subsidiary Guarantor and (iii) 65% of
the issued and outstanding Equity Interests of (A) each Restricted Subsidiary that is a wholly owned Domestic Subsidiary that is directly
owned by the Borrower or by any Subsidiary Guarantor and that has no material assets other than Equity Interests (including any Indebtedness
treated as equity for U.S. federal income tax purposes) of one or more Material Foreign Subsidiaries that are CFCs and (B) each Restricted
Subsidiary that is a wholly owned Material Foreign Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor;


 


(d)       except
to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, or under any Collateral Document, the
Obligations and the Guaranty shall have been secured by a perfected security interest (to the extent such security interest may be perfected
by delivering certificated securities or instruments, filing financing statements under the Uniform Commercial Code or making any necessary
filings with the United States Patent and Trademark Office or United States Copyright Office, or the entry into any control agreement
required under the Security Agreement, or to the extent required in the Security Agreement (or any other Collateral Document) or by Mortgages
referred to in clause (e) below) in substantially all tangible and intangible assets of the Borrower and each Guarantor (including, but
not limited to, accounts (other than any Securitization Assets), inventory, equipment, investment property, contract rights, applications
and registrations of IP Rights filed in the United States, other general intangibles, Material Real Property and proceeds of the foregoing),
in each case, with the priority required by the Collateral Documents, in each case subject to exceptions and limitations otherwise set
forth in this Agreement and the Collateral Documents; and


 


(e)       the
Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property required to be
delivered pursuant to Section 6.11 and Section 6.13 (the “Mortgaged Properties”) duly executed and delivered by
the applicable Loan Party, (ii) a title insurance policy for each Mortgaged Property available in each applicable jurisdiction (the
 “Mortgage Policies”) insuring the Lien of each such Mortgage as a valid first priority Lien on the property
described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements,
coinsurance and reinsurance and in such amounts as the Administrative Agent may reasonably request, (iii) a completed Life-of-Loan
Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a
notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party
relating thereto) and if any improvements on any Mortgaged Property are located within an area designated a “flood hazard
area,” evidence of such flood insurance as may be required under Section 6.07, (iv) ALTA surveys in form and substance
reasonably acceptable to the Administrative Agent or such existing surveys together with no-change affidavits sufficient for the
title company to remove all standard survey exceptions from the Mortgage Policies and issue the endorsements required in clause (ii)
above, (v) copies of any existing abstracts and appraisals and (vi) such legal opinions and other documents as the Administrative
Agent may reasonably request with respect to any such Mortgaged Property;


 






    -17-


     


    

 


provided,
however, that the foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation
or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals
or taking other actions with respect to any Excluded Assets.


 


The Administrative Agent may grant extensions of
time for the perfection of security interests in, or the delivery of the Mortgages and the obtaining of title insurance and surveys with
respect to, particular assets and the delivery of assets (including extensions beyond the Closing Date for the perfection of security
interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection
cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement
or the Collateral Documents.


 


No actions in any non-U.S. jurisdiction or required
by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located, titled, registered
or filed outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or
pledge agreements governed under the Laws of any non-U.S. jurisdiction).


 


“Collateral Documents” means,
collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages, Security Agreement Supplements, security
agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01(a)(iv), Section
6.11 or Section 6.13, the Intercreditor Agreements and each of the other agreements, instruments or documents that creates or purports
to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Commitment”
means an Incremental Commitment, Term B-1 Commitment, Term B-2 Commitment, Term B-3 Commitment, Term B-4 Commitment, Term
B-5 Commitment, Term Commitment, Other Term Loan Commitment, Refinancing Term Commitment of a given Refinancing Series or Extended
Term Loan of a given Term Loan Extension Series, as the context may require.


 


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


 


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


 






    -18-


     


    

 


“Company Annual Financial Statements”
means the audited consolidated balance sheets of Holdings as of March 31, 2011, 2010 and 2009, and the related consolidated statements
of income, changes in equity and cash flows for Holdings for the fiscal years then ended.


 


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


 


“Company Quarterly Financial Statements”
means the unaudited consolidated balance sheets and related consolidated statements of income, changes in equity and cash flows of Holdings
for the most recent fiscal quarters (other than the fourth fiscal quarter of Holdings’ fiscal year) after the date of the balance
sheet contained in the Company Annual Financial Statements and ended at least forty-five (45) days prior to the Closing Date.


 


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


 


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


 


“Confidential Disclosure Letter”
means the letter from the Borrower to the Lenders delivered on or prior to the date hereof.


 


“Consenting Non-Cashless Roll Lender”
has the meaning set forth in Amendment No. 5.


 


“Consolidated Cash Interest Coverage Ratio”
means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Interest Expense
for such Test Period.


 


“Consolidated EBITDA” means, for
any period, the Consolidated Net Income for such period, plus:(a)without duplication and, except with respect to clauses (viii)
and (x) below, to the extent deducted (and not added back or excluded) in arriving at such Consolidated Net Income, the sum of the following
amounts for such period with respect to the Borrower and its Restricted Subsidiaries:


 


(i)         total interest expense determined
in accordance with GAAP and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative
instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations,
and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed),


 


(ii)        provision for taxes based on income,
profits or capital gains of the Borrower and the Restricted Subsidiaries, including, without limitation, federal, state, franchise and
similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes
or arising from any tax examinations,


 






    -19-


     


    

 


(iii)       depreciation
and amortization (including amortization of intangible assets, including Capitalized Software Expenditures),


 


(iv)       (A)
duplicative running costs, relocation costs or expenses, integration costs, transition costs, pre-opening, opening and consolidation costs
for facilities, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, costs incurred
in connection with acquisitions and non-recurring product and intellectual property development, other business optimization expenses
(including costs and expenses relating to business optimization programs and new systems design, retention charges, systems establishment
costs and implementation costs), project start-up costs, severance and other restructuring charges representing cash items (including
restructuring costs related to acquisitions and to closure of facilities, and excess pension charges),


 


(B)       earn-out
and contingent 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 and


 


(C)       Transaction
Expenses,


 


(v)        the amount of any expense or reduction
of Consolidated Net Income consisting of Restricted Subsidiary income attributable to minority interests or non-controlling interests
of third parties in any non-wholly owned Restricted Subsidiary,


 


(vi)       [Reserved],


 


(vii)       any
Equity Funded Employee Plan Costs,


 


(viii)       (i)
cost savings, operating expense reductions and synergies related to the Transactions that are reasonably identifiable and factually
supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which
substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 1824 months
after the Closing Date (calculated on a pro forma basis as though such cost savings, operating expense reductions and
synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies
were realized during the entirety of such period) and (ii) cost savings, operating expense reductions and synergies related to
mergers and other business combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar
initiatives and actions that are reasonably identifiable and factually supportable and projected by the Borrower in good faith to
result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in
the good faith determination of the Borrower) (A) within 1824 months
after a merger or other business combination, acquisition or divestiture is consummated or (B) within 1224 months
in the case of any other restructuring, cost savings initiative or other initiative or action (calculated on a pro forma
basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and
as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the
amount of actual benefits realized during such period from such actions; provided that no cost savings, operating expense
reductions and synergies shall be added pursuant to this clause (viii) to the extent duplicative of any expenses or charges
otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period,


 






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(ix)       any
net loss from discontinued operations,


 


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


 


(xi)       non-cash
expenses, charges and losses (including reserves, impairment charges or asset write-offs, losses from investments recorded using the equity
method, stock-based awards compensation expense), in each case other than (A) any non-cash charge representing amortization of a prepaid
cash item that was paid and not expensed in a prior period and (B) any non-cash charge relating to write-offs, write-downs or reserves
with respect to accounts receivable in the normal course or inventory; provided that if any non-cash charges referred to in this
clause (xi) represents an accrual or reserve for potential cash items in any future period, (1) the Borrower may elect not to add back
such non-cash charge in the current period and (2) to the extent the Borrower elects to add back such non-cash charge, the cash payment
in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid,


 


(xii)       the
amount of loss on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a
Qualified Securitization Financing, less


 


(b)       without
duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to
the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior
period), (ii) any net gain from discontinued operations and (iii) the amount of any minority interest income consisting of Restricted
Subsidiary losses attributable to minority interests or non-controlling interests of third parties in any non-wholly owned Restricted
Subsidiary; provided that, for the avoidance of doubt, any gain representing the reversal of any non-cash charge referred to in
clause (a)(xi)(B) above for a prior period shall be added (together with, without duplication, any amounts received in respect thereof
to the extent not increasing Consolidated Net Income) to Consolidated EBITDA in any subsequent period to such extent so reversed (or received);


 


provided
that:


 


(A)       to
the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA (x) currency translation gains
and losses related to currency remeasurements of Indebtedness (including the net loss or gain (i) resulting from Swap Contracts for currency
exchange risk and (ii) resulting from intercompany indebtedness) and (y) all other foreign currency translation gains or losses to the
extent such gains or losses are non-cash items,


 






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(B)       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 FASB Accounting Standards Codification 815 and International Accounting Standard No. 39 and their respective
related pronouncements and interpretations,


 


(C)       to
the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss)
for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other
derivative instruments.


 


Notwithstanding anything to the contrary contained
herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended
March 31, 2011, June 30, 2011 and September 30, 2011, Consolidated EBITDA for such fiscal quarters shall be $50,883,000, $57,045,000 and
$59,031,000, respectively, in each case, as may be subject to addbacks and adjustments (without duplication) pursuant to clauses (iv)(A)
and (viii) above and Section 1.09(c) for the applicable Test Period. For the avoidance of doubt, Consolidated EBITDA shall be calculated,
including pro forma adjustments, in accordance with Section 1.09.


 


“Consolidated First Lien Net Debt”
means, as of any date of determination, any Indebtedness described in clause (a) of the definition of “Consolidated Total Net Debt”
outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any Restricted Subsidiary but excluding
any such Indebtedness (other than obligations under the ABL Facility) in which the applicable Liens are expressly subordinated or junior
to the Liens securing the Obligations minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in
each case, included on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date, free and clear
of all Liens (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(p), Section
7.01(q), clauses (i) and (ii) of Section 7.01(r), Section 7.01(cc) (only to the extent the Obligations are secured by such cash and Cash
Equivalents) and Section 7.01(dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided
that Consolidated First Lien Net Debt shall not include Indebtedness in respect of (i) letters of credit, except to the extent of unreimbursed
amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated
First Lien Net Debt until 3 Business Days after such amount is drawn, (ii) Unrestricted Subsidiaries and (iii) any Qualified Securitization
Financing; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated First
Lien Net Debt.


 


“Consolidated First Lien Net Leverage
Ratio” means, with respect to any Test Period or any other period of four consecutive fiscal quarters specified in this Agreement,
the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period or four consecutive fiscal quarter period to
(b) Consolidated EBITDA for such Test Period or four consecutive fiscal quarter period.


 









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“Consolidated Interest Expense”
means, for any period, the sum, without duplication, of


 


(i)        the cash interest expense (including
that attributable to Capitalized Leases), net of cash interest income, of the Borrower and its Restricted Subsidiaries, determined on
a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries,
including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing
and net cash costs under Swap Contracts, and


 


(ii)       any cash payments made during
such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous
period;


 


provided
that there shall be excluded from Consolidated Interest Expense for any period:


 


(a)       deferred
financing costs, debt issuance costs, commissions, fees (including amendment and contract fees) and expenses and, in each case, the amortization
thereof, and any other amounts of non-cash interest,


 


(b)       the
accretion or accrual of discounted liabilities and any prepayment premium or penalty during such period,


 


(c)       non-cash
interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative
instruments pursuant to FASB Accounting Standards Codification 815,


 


(d)       any
cash costs associated with breakage in respect of hedging agreements for interest rates,


 


(e)       all
non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations
and financing fees, all as calculated on a consolidated basis in accordance with GAAP,


 


(f)       fees
and expenses associated with the consummation of the Transactions,


 


(g)       annual
agency fees paid to (x) the Administrative Agent and (y) the ABL Agent,


 


(h)       costs
associated with obtaining Swap Contracts,


 


(i)       any
expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable,
purchase accounting in connection with the Transactions or any acquisition,


 


(j)       the
cash interest expense (or income) of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest
Expense, and


 





(k)       commissions,
discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Financing.


 






    -23-


     


    

 


Notwithstanding
anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense (i) for any period ending prior to
the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense
from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of
which is the number of days from the Closing Date through the date of determination and (ii) shall exclude the purchase accounting effects
described in the last sentence of the definition of “Consolidated
Net Income.”


 


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


 


(a)       any
after-tax effect of extraordinary, non-recurring or unusual items (including gains or losses and all fees and expenses relating thereto)
for such period shall be excluded,


 


(b)       the
cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded,


 


(c)       any
fees and expenses incurred during such period (including, without limitation, any premiums, make-whole or penalty payments), or any amortization
thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of
equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such
transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring
merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the
avoidance of doubt the effects of expensing all transaction related expenses in accordance with FASB Accounting Standards Codification
805 and gains or losses associated with FASB Accounting Standards Codification 460) shall be excluded,


 


(d)       accruals
and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established as a
result of the Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result
of such acquisition) in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with
GAAP shall be excluded,


 


(e)       any
net after-tax effect of gains or losses on disposed, abandoned or discontinued operations shall be excluded,


 









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(f)       any
net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments
or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as
determined in good faith by the Borrower, shall be excluded,


 


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


 


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


 


(i)       any
non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar
rights, stock options, restricted stock or other rights or equity incentive programs or any other equity-based compensation shall be excluded,
and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Borrower or any of
its direct or indirect parents in connection with the Transactions, shall be excluded,


 


(j)       any
expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted
Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed,
or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the
extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable
future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period), shall be excluded,


 


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


 


(l)       any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses,
including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost)
existing at the date of initial application of Statement on Financial Accounting Standards Nos. 87, 106 and 112, and any other items
of a similar nature, shall be excluded,


 






    -25-


     


    

 


(m)       the
income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Borrower or is merged into or consolidated
with Borrower or any of its Subsidiaries or that Person’s assets are acquired by Borrower or any of its Restricted Subsidiaries
shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section
1.09),


 


(n)       solely
for the purpose of determining the Cumulative Credit pursuant to clause (b) of the definition thereof, the income of any Restricted Subsidiary
of Borrower that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary (which has not been waived) shall be
excluded, except (solely to the extent permitted to be paid) to the extent of the amount of dividends or other distributions actually
paid to Borrower or any of its Restricted Subsidiaries that are Guarantors by such Person during such period in accordance with such documents
and regulations.


 


There shall be excluded from Consolidated Net Income for any period
the purchase accounting effects of adjustments in component amounts required or permitted by GAAP (including in the inventory, property
and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof)
and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries),
as a result of the Transactions, any acquisition constituting an Investment permitted under this Agreement consummated prior to or after
the Closing Date, or the amortization or write-off of any amounts thereof. For the avoidance of doubt, Consolidated Net Income shall be
calculated, including pro forma adjustments, in accordance with Section 1.09.


 


“Consolidated
Secured Net Debt” means, as of any date of determination, any Indebtedness described in clause (a) of the definition of
 “Consolidated Total Net Debt” outstanding on such date that is secured by a Lien on any asset or property of the
Borrower or any Restricted Subsidiary minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash),
in each case, included on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date, free and
clear of all Liens (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(p)
and Section 7.01(q), clauses (i) and (ii) of Section 7.01(r), Section 7.01(cc) (only to the extent the Obligations are secured by
such cash and Cash Equivalents) and Section 7.01(dd) (only to the extent the Obligations are secured by such cash and Cash
Equivalents)); provided that Consolidated Secured Net Debt shall not include Indebtedness in respect of (i) letters of
credit, except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial
letters of credit shall not be counted as Consolidated Secured Net Debt until 3 Business Days after such amount is drawn, (ii)
Unrestricted Subsidiaries and (iii) any Qualified Securitization Financing; it being understood, for the avoidance of doubt, that
obligations under Swap Contracts do not constitute Consolidated Secured Net Debt.


 






    -26-


     


    

 


“Consolidated Total Net Debt”
means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Borrower and its Restricted Subsidiaries
outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in
accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting
in connection with the Transactions or any acquisition constituting an Investment permitted under this Agreement) consisting of Indebtedness
for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments, minus
(b) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance
sheet of the Borrower and the Restricted Subsidiaries as of such date, free and clear of all Liens (other than nonconsensual Liens permitted
by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(p), Section 7.01(q) and clauses (i) and (ii) of Section 7.01(r),
Section 7.01(cc) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and Section7.01(dd) (only to the extent
the Obligations are secured by such cash and Cash Equivalents)); provided that Consolidated Total Net Debt shall not include Indebtedness
in respect of (i) letters of credit, except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount
under commercial letters of credit shall not be counted as Consolidated Total Net Debt until 3 Business Days after such amount is drawn,
(ii) Unrestricted Subsidiaries and (iii) any Qualified Securitization Financing; it being understood, for the avoidance of doubt, that
obligations under Swap Contracts do not constitute Consolidated Total Net Debt.


 


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


 


“Contract
Consideration” has the meaning set forth in clause
(b)(xi) of the definition of “Excess Cash Flow.”


 


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


 


“Control” has the meaning specified
in the definition of “Affiliate.”


 


“Covered
Entity” means any of the following:


 


(i)       a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 






    -27-


     


    

 





(ii)       a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)       a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning set forth in Section 10.22(a).


 


“Credit
Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing
Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension
or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part,
existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided
that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than the Refinanced
Debt, (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest,
fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions
of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, premiums and optional prepayment
or redemption terms) reflect market terms at time of incurrence, and if such Indebtedness contains financial maintenance covenants, such
covenants are not tighter (from the perspective of Holdings, Borrower and its Restricted Subsidiaries), or in addition to, those contained
herein (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days
prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of
such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms
and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement
unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination
(including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired,
defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be
paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.


 


“Credit Extension” means the making
of a Loan.


 


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


 


(a)       $60,000,000,
plus


 


(b)       the
Cumulative Retained Excess Cash Flow Amount at such time, plus


 






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(c)       the
cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Qualified Equity Interests of Holdings or Equity
Interests of 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) (other than Excluded Contributions or any amount designated as a Cure Amount or used for Equity Funded
Employee Plan Costs or proceeds used pursuant to clause (A) of Section 7.06(f)) which proceeds have been contributed as common
equity to the capital of the Borrower and (ii) the Qualified Equity Interests of Holdings (or Equity Interests of any direct or
indirect parent of Holdings) (other than Excluded Contributions or any amount designated as a Cure Amount or used for Equity Funded
Employee Plan Costs) issued upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the
Obligations) of the Borrower or any Restricted Subsidiary of the Borrower owed to a Person other than a Loan Party or a Restricted
Subsidiary of a Loan Party not previously applied for a purpose (including a Cure Amount) other than use in the Cumulative Credit, plus


 


(d)       100%
of the aggregate amount of contributions to the common capital of the Borrower received in cash and Cash Equivalents after the Closing
Date (other than Excluded Contributions or any amount designated as a Cure Amount or used for Equity Funded Employee Plan Costs), plus


 


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


 


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


 


(B)       any
dividend or other distribution by an Unrestricted Subsidiary or received in respect of minority Investments, or


 


(C)       any
interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority
Investments;


 


provided
that in the case of clauses (A), (B), and (C), in each case, to the extent that the Investment corresponding to the designation of such
Subsidiary as an Unrestricted Subsidiary or any subsequent Investment in such Unrestricted Subsidiary or minority Investment, as applicable,
was made in reliance on the Cumulative Credit pursuant to Section 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y), plus


 


(f)       in
the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated
with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value
of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation,
combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made pursuant
to Sections 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y), plus


 









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(g)       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 the Borrower or any Restricted Subsidiary in respect of any Investments
made pursuant to Section 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y), minus


 


(h)       any
amount of the Cumulative Credit used to make Investments pursuant to Sections 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y) after the
Closing Date and prior to such time, minus


 


(i)       any
amount of the Cumulative Credit used to pay dividends or make distributions pursuant to Section 7.06(f)(A) or 7.06(g) after the Closing
Date and prior to such time, minus


 


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


 


“Cumulative Retained Excess Cash Flow Amount”
means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative
sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.


 


“Cure Amount” has the meaning
set forth in Section 8.04(a).


 


“Cure Expiration Date” has the
meaning set forth in Section 8.04(a).


 


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


 


“Current Liabilities” means, with
respect to the Borrower and the Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would,
in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current liabilities
at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Consolidated Interest Expense (excluding
Consolidated Interest Expense that is past due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d)
accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue and (f) revolving loans, swing line loans and
letter of credit obligations under the ABL Facility or any other revolving credit facility.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Discount Range Prepayment Notice”
means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(v)(C) substantially
in the form of Exhibit E-4.


 


“Discount Range Prepayment Offer”
means the irrevocable written offer by a Lender, substantially in the form of Exhibit E-5, submitted in response to an invitation
to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.


 


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


 


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


 









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


 


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


 


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


 


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


 


“Disqualified Equity Interests”
means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or
for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely
for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset
sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the
prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b)
is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change
of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall
be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the
Commitments), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into
or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior
to the date that is ninety-one (91) days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided
that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent
thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute
Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or if its Restricted Subsidiaries in
order to satisfy applicable statutory or regulatory obligations.


 


“Documentation Agent” means RBC
Capital Markets, in its capacity as documentation agent under this Agreement.


 


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


 









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


 


“Early
Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after
the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00
p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders,
written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.


 


“Early
Opt-in Election” means the occurrence of:


 


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


 


(b)       the
joint election by the Administrative Agent and the Borrower to trigger a fallback from the Eurocurrency Rate and the provision by the
Administrative Agent of written notice of such election to the Lenders.


 


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


 


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


 


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


 


“Effective Yield” means, as to
any Loans of any Class, the effective yield on such Loans, taking into account the applicable interest rate margins, any interest rate
floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x)
the original stated life of such Loans and (y) the four years following the date of incurrence thereof) payable generally to Lenders making
such Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared ratably
with all relevant Lenders and consent fees paid generally to consenting Lenders.


 


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


 


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


 









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“Environmental Laws” means any
applicable Law relating to the prevention of pollution or the protection of the Environment and natural resources, and the protection
of human health and safety as it relates to the Environment, including any applicable provisions of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101
et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. §
1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601
et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and the Oil Pollution Act of 1990, 33 U.S.C.
 § 2701 et seq., and all analogous state or local statutes, and the regulations promulgated pursuant thereto.


 


“Environmental Liability” means
any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties
or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


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


 


“Equity Funded Employee Plan Costs”
means cash costs or expenses, 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 funded with cash proceeds contributed to the
capital of the Borrower or net cash proceeds of an issuance of Qualified Equity Interests of the Borrower or Equity Interests of any direct
or indirect parent of the Borrower (other than amounts designated as Excluded Contributions, any amount designated as a Cure Amount or
any amount used in the Cumulative Credit).


 


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


 


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


 


“ERISA Affiliate” means any trade
or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning
of Section 414(b) or (c) of the Code or Section 4001 of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating
to Section 412 of the Code).


 









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“ERISA Event” means (a) a Reportable
Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal
by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization (within the meaning of Section 4241 of ERISA) or insolvent (within the meaning of Section 4245 of ERISA) or in “endangered”
or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) 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); (e) the filing
of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041
or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition
which constitutes grounds under Section 4042 of ERISA for, and that could reasonably be expected to result in, the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with respect to a Pension Plan, the failure to
satisfy the minimum funding standard of Section 412 of the Code, whether or not waived, (h) a failure by a Loan Party, any Restricted
Subsidiary or any ERISA Affiliate to make a required contribution to a Multiemployer Plan; (i) the occurrence of a nonexempt prohibited
transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or
any Restricted Subsidiary; or (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due under Section
4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.


 


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


 


“Eurocurrency Rate” means:


 


(a)       for
any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the ICE Benchmark Administration Limited LIBOR
Rate (“ICE LIBOR”), as published by Reuters (or such other commercially available source providing quotations of ICE
LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking
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 such Interest Period; and


 


(b)       for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to ICE LIBOR, at approximately 11:00 a.m.,
London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for
a term of one month commencing that day;


 


provided
that in all cases (a) or (b), the Eurocurrency Rate shall not be less than 0.000.50%
per annum.


 









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“Eurocurrency Rate Loan” means
a Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.”


 


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


 


“Excess Cash Flow” means, for
any period, an amount equal to:


 


(a)       the
sum, without duplication, of


 


(i)         Consolidated
Net Income for such period,


 


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


 


(iii)       decreases
in Consolidated Working Capital and long-term accounts receivable (outside of the ordinary course of business) for such period (other
than any such decreases arising from acquisitions or dispositions (outside of the ordinary course of business) by the Borrower and its
Restricted Subsidiaries completed during such period),


 


(iv)       an
amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other
than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income,


 


(v)        expenses
deducted from Consolidated Net Income during such period in respect of expenditures made during any prior period for which a deduction
from Excess Cash Flow was made in such period pursuant to clause (b)(xi), (xii) or (xiii) below,


 


(vi)       cash
income or gain (actually received in cash) excluded from the calculation of Consolidated Net Income for such period pursuant to the definition
thereof, and


 


(vii)       cash
receipts in respect of Swap Contracts during such period to the extent not already reflected in Consolidated Net Income for such period,
minus


 


(b)       the
sum, without duplication, of


 


(i)         an
amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, and cash charges included in
clauses (a) through (m) of the definition of “Consolidated
Net Income,”


 


(ii)       without duplication of amounts
deducted pursuant to clause (xi) below in prior periods, the amount of Capital Expenditures or acquisitions of intellectual property to
the extent not expensed and Capitalized Software Expenditures accrued or made in cash or accrued during such period, to the extent that
such Capital Expenditures or acquisitions were financed with Internally Generated Cash and were not made by utilizing the Cumulative Retained
Excess Cash Flow Amount,


 






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(iii)       the
aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries to the extent financed
with Internally Generated Cash (including (A) the principal component of payments in respect of Capitalized Leases and (B) the
amount of any scheduled repayment of Term Loans pursuant to Section 2.07 and any mandatory prepayment of Term Loans pursuant to
Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in
excess of the amount of such increase, but excluding (W) all other prepayments of Term Loans (other than prepayments referred to in
clause (B) above) during such period, (X) all prepayments of ABL Facility Indebtedness, (Y) all prepayments in respect of any other
revolving credit facility, except to the extent there is an equivalent permanent reduction in commitments thereunder and (Z)
payments of any Junior Financing made during such period except to the extent permitted to be paid pursuant to Section 7.13(a)),


 


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


 


(v)        increases in Consolidated Working
Capital and long-term accounts receivable for such period (other than any such increases arising from acquisitions or dispositions by
the Borrower and its Restricted Subsidiaries during such period),


 


(vi)       cash
payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and its
Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such period or are not deducted in
calculating Consolidated Net Income and to the extent financed with Internally Generated Cash,


 


(vii)       without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made in
cash during such period pursuant to Section 7.02 (other than Section 7.02(a), (c), (h), (l), (q), (r), (s) or (t)) to the extent that
such Investments and acquisitions were financed with Internally Generated Cash and were not made by utilizing the Cumulative Retained
Excess Cash Flow Amount,


 


(viii)       the
amount of Restricted Payments paid during such period pursuant to Section 7.06(f), (g)(x), (h) and (j) to the extent such Restricted Payments
were financed with Internally Generated Cash,


 


(ix)       to
the extent not otherwise decreasing Consolidated Net Income in such Excess Cash Flow Period, the aggregate amount of expenditures actually
made by the Borrower and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees)
to the extent that such expenditures are not expensed during such period,


 


(x)        the aggregate amount of any premium,
make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required
to be made in connection with any prepayment of Indebtedness,


 






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(xi)       without
duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by
the Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered
into prior to or during such period relating to acquisitions constituting Investments permitted under this Agreement, Capital
Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property to the extent expected to be consummated or
made, plus any restructuring cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow
pursuant to clause (a)(ii) above that will be required to be made, in each case during the period of four consecutive fiscal
quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of Internally
Generated Cash not utilizing the Cumulative Retained Excess Cash Flow Amount actually utilized to finance such acquisitions, Capital
Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property during such period of four consecutive
fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess
Cash Flow at the end of such period of four consecutive fiscal quarters,


 


(xii)       the
amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net
Income for such period,


 


(xiii)       cash
expenditures in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income, and


 


(xiv)       any
payment of cash to be amortized or expensed over a future period and recorded as a long-term asset (so long as any such amortization or
expense in such future period is added back to Excess Cash Flow in such future period).


 


Notwithstanding anything in the definition of any
term used in the definition of “Excess Cash Flow” to the contrary, all components of Excess Cash Flow shall be computed for
the Borrower and its Restricted Subsidiaries on a consolidated basis.


 


“Excess Cash Flow Period” means
each fiscal year of the Borrower commencing with and including the fiscal year ending March 31, 2013 but in all cases for purposes of
calculating the Cumulative Retained Excess Cash Flow Amount shall only include such fiscal years for which financial statements and a
Compliance Certificate have been delivered in accordance with Sections 6.01(a) and 6.02(a) and for which any prepayments required by Section
2.05(b)(i) (if any) have been made (it being understood that the Retained Percentage of Excess Cash Flow for any Excess Cash Flow Period
shall be included in the Cumulative Retained Excess Cash Flow Amount regardless of whether a prepayment is required by Section 2.05(b)(i)).


 


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


 


“Exchanged Term B Loans” means
each Term B Loan (or portion thereof) as to which the Lender thereof has consented pursuant to a Consent (as defined in Amendment No.
1) to exchange into a Term B-1 Loan via cashless settlement and the Arrangers have allocated into a Term B-1 Loan. The aggregate principal
amount of Exchanged Term B Loans on the Amendment No. 1 Effective Date is $389,270,635.03.


 


“Exchanged Term
Loans” means each Term B-1 Loan (or portion thereof) and Term B-2 Loan (or portion thereof) as to which the Lender thereof
has consented pursuant to a Consent (as defined in Amendment No. 3) to exchange into a Term B-3 Loan via cashless settlement and the
Amendment No. 3 Arrangers have allocated into a Term B-3 Loan. The aggregate principal amount of Exchanged Term Loans on the
Amendment No. 3 Effective Date is $691,183,716.79.


 






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“Excluded
Assets” means (i) any fee owned real property (other than Material Real Properties) and any leasehold rights and interests
in real property (including landlord waivers, estoppels and collateral access letters), (ii) motor vehicles and other assets subject
to certificates of title, (iii) commercial tort claims, (iv) licenses, state or local franchises, charters and authorizations and
any other property and assets to the extent that the Administrative Agent may not validly possess a security interest therein under
applicable Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or the pledge or
creation of a security interest in which would require governmental consent, approval, license or authorization, other than to the
extent such prohibition or limitation is rendered ineffective under the UCC or other applicable Law notwithstanding such
prohibition, (v) any particular asset or right under contract, if the pledge thereof or the security interest therein (A) is
prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Law
notwithstanding such prohibition or (B) to the extent and for as long as it would violate the terms of any written agreement,
license or lease with respect to such asset (in each case, after giving effect to the relevant provisions of the UCC or other
applicable Laws) or would give rise to a termination right pursuant to any “change of control” or other similar
provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other
applicable Laws), in each case, (a) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness
or Permitted Ratio Debt and (b) only to the extent that such limitation on such pledge or security interest is otherwise permitted
under Section 7.09, (vi) Margin Stock and Equity Interests in any Person other than wholly owned Restricted Subsidiaries (but
excluding Excluded Pledged Subsidiaries and Subsidiaries that are not Material Subsidiaries), (vii) any permitted agreement, lease,
license or property subject to a purchase money security interest or other similar arrangement to the extent the pledges thereof and
security interests therein are prohibited by such permitted agreement, lease, license or purchase money arrangement, other than
proceeds and receivables thereof, except to the extent the pledge of such permitted agreement, lease, license or property is
expressly deemed effective under the Uniform Commercial Code or other applicable Law or principle of equity notwithstanding such
prohibition, (viii) the creation or perfection of pledges of, or security interests in, any property or assets that would result in
material adverse tax consequences to Holdings, the Borrower or any of its Restricted Subsidiaries, as reasonably determined by the
Borrower in consultation with the Administrative Agent, (ix) letter of credit rights, except to the extent constituting support
obligations for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by
the filing of a UCC financing statement (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 UCC financing statement),( x) cash and Cash Equivalents (other than (A) proceeds
of Collateral as to which perfection of the security interest in such proceeds is accomplished solely by the filing of a UCC
financing statement and (B) as set forth in the second succeeding parenthetical phrase), deposit and other bank and securities
accounts (including securities entitlements and related assets) (in each case, other than the Blocked Accounts (as defined in the
Security Agreement) or other accounts subject to a control agreement in accordance with Section 3.03(g) of the Security Agreement
and proceeds of Collateral held in such accounts) and any other assets requiring perfection through control agreements or by
 “control” (other than in respect of certificated Equity Interests in the Borrower and in wholly owned Restricted
Subsidiaries that are Material Subsidiaries, which Equity Interests are otherwise required to be pledged), (xi) any intent-to-use
trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect
thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would
impair the validity or enforceability of such intent-to-use trademark application under applicable federal Law, (xii) the Bonine
Assets (as defined in the FTC Order) and (xiii) particular assets if and for so long as, in the reasonable judgment of the
Administrative Agent in consultation with the Borrower, the cost of creating or perfecting such pledges or security interests in
such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets exceed the practical benefits
to be obtained by the Lenders therefrom; provided, however, that Excluded Assets shall not include any Proceeds,
substitutions or replacements of any Excluded Assets referred to in clause (i) through (xiii) (unless such Proceeds, substitutions
or replacements would independently constitute Excluded Assets referred to in clauses (i) through (xiii)). Notwithstanding the
foregoing, in no event shall any asset securing any Indebtedness incurred pursuant to Section 7.03(r) or 7.03(s) be an Excluded
Asset.


 






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“Excluded Contribution” means
the amount of capital contributions to the Borrower or net proceeds from the sale or issuance of Qualified Equity Interests of the Borrower
(or issuances of debt securities that have been converted into or exchanged for any such Equity Interests) (other than any amount designated
as a Cure Amount or used for Equity Funded Employee Plan Costs) and designated by the Borrower to the Administrative Agent as an Excluded
Contribution on the date such capital contributions are made or such Equity Interests are sold or issued.


 


“Excluded Pledged Subsidiary”
means (a) any Subsidiary for which the pledge of its Equity Interests is prohibited by applicable Law or by Contractual Obligations (excluding
any Contractual Obligations that relates to Credit Agreement Refinancing Indebtedness or Permitted Ratio Debt) existing on the Closing
Date (or, in the case of a newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof)
or for which governmental (including regulatory) consent, approval, license or authorization would be required, (b) any other Subsidiary
with respect to which, in the judgment of the Borrower and the Administrative Agent, the burden or cost or other consequences of the pledge
of its Equity Interests shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (c) any not-for-profit Subsidiaries,
(d) any special purpose securitization vehicle (or similar entity), including any Securitization Subsidiary only to the extent that the
pledge of its Equity Interests is prohibited by applicable Law or by Contractual Obligations in connection with a Qualified Securitization
Financing and (e) any Subsidiary for which the pledge of its Equity Interests would result in any material adverse tax consequences for
Holdings, the Borrower or any of its Restricted Subsidiaries, as reasonably determined by the Borrower, in consultation with the Administrative
Agent. Notwithstanding the foregoing, in no event shall any Subsidiary that is an obligor under any Indebtedness incurred pursuant to
Section 7.03(r) or 7.03(s) be an Excluded Pledged Subsidiary.


 









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“Excluded Subsidiary” means (a)
any Subsidiary that is not a wholly owned Subsidiary of the Borrower or a Guarantor, (b) any Subsidiary that is prohibited by applicable
Law or by Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the
time of acquisition but not entered into in contemplation thereof) from guaranteeing the Obligations or if guaranteeing the Obligation
would require governmental (including regulatory) consent, approval, license or authorization, (c) any other Subsidiary with respect to
which, in the judgment of the Borrower and the Administrative Agent, the burden or cost or other consequences of providing a Guarantee
of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any Foreign Subsidiary, (e)
any non-for-profit Subsidiaries, (f) any Unrestricted Subsidiaries, (g) any special purpose securitization vehicle (or similar entity),
including any Securitization Subsidiary, (h) any Subsidiaries that are captive insurance companies, (i) any direct or indirect Domestic
Subsidiary that has no material assets other than Equity Interests (including any Indebtedness treated as equity for U.S. federal income
tax purposes) of one or more Foreign Subsidiaries that are CFCs, (j) any Domestic Subsidiary that is a direct or indirect Subsidiary of
a Foreign Subsidiary that is a CFC and (k) any Subsidiary with respect to which the provision of a Guarantee of the Obligations would
result in any material adverse tax consequences for Holdings, the Borrower or any of its Restricted Subsidiaries, as reasonably determined
by the Borrower, in consultation with the Administrative Agent. Notwithstanding the foregoing, in no event shall any Subsidiary that is
an obligor under any Indebtedness incurred pursuant to Section 7.03(r) or 7.03(s) be an Excluded Subsidiary.


 


“Excluded Swap Obligation” means,
with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of,
or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act (for the avoidance of doubt, giving effect to all provisions of the
Loan Documents at the time of such Guarantee or the grant of such security interest) at the time the Guarantee of such Loan Party or a
grant by such Loan Party of a security interest, would otherwise have become effective with respect to such Swap Obligation but for such
Loan Party’s failure to constitute an “eligible contract participant” at such time. 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 excluded in accordance with the first sentence of this definition.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Facility”
means the Term B-1 Loans, Term B-2 Loans, Term B-3 Loans, Term B-4 Loans, Term
B-5 Loans, a given Refinancing Series of Refinancing Term Loans, a given Term Loan Extension Series of Extended Term Loans,
a given Class of Incremental Term Loans or any Other Term Loan (or Commitment), as the context may require.


 


“FATCA” means current Sections
1471 through 1474 of the Code and any amended or successor version thereof that is substantively comparable and not materially more onerous
to comply with, and any current or future Treasury Regulations or other administrative guidance promulgated thereunder.


 


“FCA”
has the meaning set forth in Section 3.03(a).


 


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


 


“Fee Letter” means the Fee Letter,
dated as of December 20, 2011, among Holdings and the Arrangers.


 


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


 


“First Lien Intercreditor Agreement”
means an intercreditor agreement substantially in the form of Exhibit K hereto (which agreement in such form or with immaterial
changes thereto the Administrative Agent is authorized to enter into) together with any material changes thereto in light of prevailing
market conditions, which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof
and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders
shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such changes) is reasonable
and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s execution thereof.


 


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


 






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“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Eurocurrency Rate. 


 


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


 


“Foreign IP Subsidiary” means
one or more wholly owned Subsidiaries of any Loan Party (a) that is incorporated in Ireland, Switzerland or other jurisdictions reasonably
acceptable to the Administrative Agent, (b) whose Equity Interests shall be pledged to the Administrative Agent to the extent required
pursuant to Section 6.11 and (c)(i) whose Organization Documents do not prevent or otherwise limit, and whose jurisdiction of organization
and applicable Law do not prevent or otherwise limit, the granting of Liens to the Administrative Agent on 65% of the Equity Interests
of such wholly owned Subsidiaries, foreclosure under such Liens or any other exercise of remedies similar to the remedies set forth in
the Collateral Documents in respect of capital stock and (ii) whose Organization Documents do not prevent or otherwise limit (except to
the extent required by applicable Law), any payment by any wholly owned Subsidiary to any Loan Party (whether directly or indirectly through
any wholly owned Subsidiary).


 


“Foreign IP Transfer” means the
transfer to one or more Foreign IP Subsidiaries of (a) any intellectual property to the extent registered in any jurisdiction other than
the United States or any State thereof or the District of Columbia or (b) any unregistered intellectual property and all rights under
manufacturing, distribution and other contracts, in each case to the extent such intellectual property and rights are used in or otherwise
related to the development, marketing, manufacturing, packaging, handling, distribution or sale of products sold only outside of the United
States.


 


“Foreign Subsidiary” means any
direct or indirect Restricted Subsidiary of the Borrower which is not a Domestic Subsidiary.


 


“FTC Order” means that certain
FTC Decision and Order governing the scope, nature and extent and requirements of that certain Asset Purchase Agreement, dated as of August
14, 2014, by and between Medtech Products Inc. and the Buyer (as defined therein).


 


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


 


“Funded Debt” means all
Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its
creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more
than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.


 






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“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however,
that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the Closing Date in GAAP or in the application thereof (including through conforming changes made
consistent with IFRS) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change
in GAAP or in the application thereof (including through conforming changes made consistent with IFRS), 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; provided,
further, that, notwithstanding anything
to the contrary contained herein or in the definition of “Capitalized Lease”, in the event of any change in GAAP or in the
application thereof (including through conforming changes made consistent with IFRS) requiring all leases to be capitalized, only those
leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Leases in
conformity with GAAP on the date hereof shall be considered Capitalized Leases, and all calculations and deliverables under this Agreement
or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 


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


 


“Granting Lender” has the meaning
specified in Section 10.07(h).


 


“Guarantee” means, as to any
Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation,
(ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness
or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment
or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness
or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or
deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the
Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than
such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in
good faith. The term “Guarantee” as a verb has a corresponding meaning.


 






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“Guaranteed Obligations” has the
meaning specified in Section 11.01.


 


“Guarantor” has the meaning set
forth in the definition of “Collateral and Guarantee Requirement” and shall include each Restricted Subsidiary that shall
have become a Guarantor pursuant to Section 6.11. For avoidance of doubt, the Borrower in its sole discretion may cause any Restricted
Subsidiary that is not a Guarantor to Guarantee the Obligations by causing such Restricted Subsidiary to execute a joinder to this Agreement
in form and substance reasonably satisfactory to the Administrative Agent, and any such Restricted Subsidiary shall be a Guarantor, Loan
Party and Subsidiary Guarantor hereunder for all purposes.


 


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


 


“Hazardous Materials” means all
materials, pollutants, contaminants, chemicals, compounds, constituents, substances or wastes, in any form, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, electromagnetic radio frequency or
microwave emissions that are regulated pursuant to, or which could give rise to liability under, applicable Environmental Law.


 


“Hedge
Bank” has the meaning set forth in the definition of “Term
Loan Secured Hedge Agreement.”


 


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


 


“IBA”
has the meaning set forth in Section 3.03(a).


 


“ICE
LIBOR” has the meaning set forth in clause (a) of the definition of “Eurocurrency Rate.”


 


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


 


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


 






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“IFRS” means international accounting
standards as promulgated by the International Accounting Standards Board.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)       all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts and accrued expenses
payable in the ordinary course of business, (ii) any earn-out obligation until such obligation is not paid after becoming due and payable
and (iii) accruals for payroll and other liabilities accrued in the ordinary course);


 


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


 


(f)       all
Attributable Indebtedness;


 


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


 






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(h)       if
and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and


 


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


 


For all purposes hereof, the Indebtedness of any
Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness
is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Net Debt and
(B) in the case of the Borrower and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive
of any roll-over or extensions of terms) and made in the ordinary course of business. The amount of any net obligation under any Swap
Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person
for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii)
the fair market value of the property encumbered thereby as determined by such Person in good faith.


 


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


 


“Indemnified Taxes” means, with
respect to any Agent or any Lender, all Taxes other than (i) any Taxes imposed on or measured by its net income, however denominated,
and franchise (and similar) Taxes imposed on it in lieu of net income Taxes, imposed by a jurisdiction as a result of such recipient being
organized in or having its principal office or applicable lending office in such jurisdiction, or as a result of any other connection
between such Lender or Agent and such jurisdiction other than any connections arising solely from executing, delivering, being a party
to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, and/or enforcing, any Loan Document,
(ii) any Taxes (other than Taxes described in clause (i) above) imposed by a jurisdiction as a result of such recipient being organized
in or having its principal office or applicable lending office in such jurisdiction, or as a result of any other connection between such
Lender or Agent and such jurisdiction other than any connections arising solely from executing, delivering, being a party to, engaging
in any transactions pursuant to, performing its obligations under, receiving payments under, and/or enforcing, any Loan Document, (iii)
any Taxes attributable to the failure of such Agent or Lender to deliver the documentation required to be delivered pursuant to Section
3.01(d), (iv) any branch profits Taxes imposed by the United States under Section 884(a) of the Code, or any similar Tax, imposed by any
jurisdiction described in clause (ii), (v) in the case of a Lender (other than an assignee pursuant to a request by Borrower under Section
3.07(a)), any U.S. federal withholding Tax that is imposed pursuant to any Law in effect at the time the Lender becomes a party to this
Agreement, or designates a new Lending Office, except to the extent such Lender (or its assignor, if any) was entitled, immediately prior
to the time of designation of a new Lending Office (or assignment), to receive additional amounts or indemnification payments from the
Borrower or Guarantor with respect to such withholding Tax pursuant to Section 3.01, and (vi) any U.S. federal taxes imposed under FATCA.


 






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


 


“Independent Financial Advisor”
means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment
of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.


 


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


 


“Insight” means Insight Pharmaceuticals
Corporation.


 


“Insight Acquisition” means the
acquisition of the Business (as defined in the Insight Acquisition Agreement (as in effect on April 25, 2014)) pursuant to the terms of
the Insight Acquisition Agreement).


 


“Insight Acquisition Agreement”
means that certain Stock Purchase Agreement, dated as of April 25, 2014 (as amended, supplemented or modified from time to time), by and
among Medtech Products Inc., Insight and the other parties listed on the signature pages thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(iii)       no
Interest Period shall extend beyond the applicable Maturity Date.


 


“Internally Generated Cash” means,
with respect to any Person, cash funds of such Person and its Restricted Subsidiaries not constituting (x) proceeds of the issuance of
(or contributions in respect of) Equity Interests of such Person, (y) proceeds of the incurrence of Indebtedness (other than extensions
of credit under the ABL Facility or any other revolving credit or similar facility) by such Person or any of its Restricted Subsidiaries
or (z) proceeds of Dispositions and Casualty Events.


 


“Investment” means, as to any
Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of
Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its Subsidiaries, intercompany
loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in
the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially
all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such
Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured
at the time made), without adjustment for subsequent increases or decreases in the value of such Investment, less any Returns to the Borrower
or a Restricted Subsidiary in respect of such Investment.


 


“IP Rights” has the meaning set
forth in Section 5.15.


 


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


 


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


 


“Junior Lien Intercreditor Agreement”
means an intercreditor agreement substantially in the form of Exhibit J hereto (which agreement in such form or with immaterial
changes thereto the Administrative Agent is authorized to enter into) together with any material changes thereto in light of prevailing
market conditions, which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof
and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders
shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such changes) is reasonable
and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s execution thereof.


 






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


 


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


 


“Lender” has the meaning specified
in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder, each of which is referred
to herein as a “Lender.”


 


“Lending Office” means, as to
any Lender, such office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


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


 


“Limited Originator Recourse”
means a letter of credit, cash collateral account or other such credit enhancement issued in connection with the incurrence of Indebtedness
by a Securitization Subsidiary under a Qualified Securitization Financing.


 


“Loan” means an extension of credit
under Article II by a Lender to the Borrower in the form of a Term Loan.


 


“Loan Documents” means, collectively,
(i) this Agreement, (ii) the Term Notes, (iii) the Collateral Documents, (iv) any Refinancing Amendment, Incremental Amendment or Extension
Amendment, (v) the Confidential Disclosure Letter and (vi) amendments and joinders to this Agreement.


 


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


 


“London Banking Day” means any
day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.


 


“Margin Stock” shall have the
meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor
thereto.


 






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


 


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


 


“Material Domestic Subsidiary”
means, at any date of determination, each of the Borrower’s Domestic Subsidiaries (a) whose total assets at the last day of the
most recent Test Period were equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for such Test Period
were equal to or greater than 2.5% of the consolidated gross revenues of the Borrower and the Restricted 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, Domestic
Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise in the aggregate
more than 5.0% of Total Assets as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements
have been delivered pursuant to Section 6.01 or more than 5.0% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries
for such Test Period, then the Borrower shall, not later than forty-five (45) days after the date by which financial statements for such
quarter or Test Period are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may
agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more of such Domestic Subsidiaries as
 “Material Domestic Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply
with the provisions of Section 6.11 applicable to such Subsidiary.


 


“Material Foreign Subsidiary”
means, at any date of determination, each of the Borrower’s Foreign Subsidiaries (a) whose total assets at the last day of the most
recent Test Period were equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for such Test Period were
equal to or greater than 2.5% of the consolidated gross revenues of the Borrower and the Restricted 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, Foreign Subsidiaries
not meeting the thresholds set forth in clauses (a) or (b) comprise in the aggregate more than 5.0% of Total Assets as of the end of the
most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01 or more
than 5.0% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such Test Period, then the Borrower shall,
not later than forty-five (45) days after the date by which financial statements for such quarter or Test Period are required to be delivered
pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in
writing to the Administrative Agent one or more of such Foreign Subsidiaries as “Material Foreign Subsidiaries” to the extent
required such that the foregoing condition ceases to be true and (ii) comply with the provisions of the definition of “Collateral
and Guarantee Requirement.”


 






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“Material
Intellectual Property” means any intellectual property that is material to the operation of the business of the Borrower and
its Restricted Subsidiaries, taken as a whole.


 


“Material Real Property” means
any fee-owned real property located in the United States that is owned by any Loan Party and that has a fair market value in excess of
$5,000,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition, in each
case, as reasonably estimated by the Borrower in good faith).


 


“Material Subsidiary” means any
Material Domestic Subsidiary or any Material Foreign Subsidiary.


 


“Maturity
Date” means (i) with respect to the Term B-45
Loans, the seventh anniversary of the Amendment No. 46
Effective Date; provided that (A) unless a principal amount of the 20212028
Notes or any Permitted Refinancing thereof shall have, prior to the 91st day before the maturity of the 20212028
Notes or Indebtedness in respect of such Permitted Refinancing (as the case may be), been repurchased or redeemed, or refinanced with
Indebtedness that has a maturity date (with no interim scheduled payments of principal) no earlier than 91 days following the seventh
anniversary of the Amendment No. 46
Effective Date such that no greater than $100,000,000an
aggregate principal amount $250,000,000 of the 2021 Notes or Indebtedness in respect of such
Permitted Refinancing remain outstanding, then the Term B-4 Loans will mature on the 91st day prior to the maturity of the
2021 Notes or Indebtedness in respect of such Permitted Refinancing, as the case may be, and (B) if the maturity date of the Term B-4
Loans has not been shortened pursuant to immediately preceding clause (A), then unless a principal amount of the 2024 Notes or Permitted
Refinancing thereof shall have, prior to the 91st day before the maturity of the 2024 Notes or Indebtedness in respect of such
Permitted Refinancing (as the case may be), been repurchased or redeemed, or refinanced with Indebtedness that has a maturity date (with
no interim scheduled payments of principal) no earlier than 91 days following the seventh anniversary of the Amendment No. 4 Effective
Date such that no greater than $100,000,000 of the 2024 Notes or2028
Notes and Indebtedness in respect of such Permitted Refinancing remain outstanding, then the Term B-45
Loans will mature on the 91st day prior to the maturity of the 20242028
Notes or Indebtedness in respect of such Permitted Refinancing, as the case may be; (ii) with respect to any tranche of Extended Term
Loans, the final maturity date as specified in the applicable Term Loan Extension Request accepted by the respective Lender or Lenders;
(iii) with respect to any Other Term Loans, the final maturity date as specified in the applicable Refinancing Amendment; and (iv) with
respect to any Incremental Loans, the final maturity date as specified in the applicable Incremental Amendment; provided that,
in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.


 


“Maximum ABL Facility Amount”
means $275,000,000.


 


“Maximum Rate” has the meaning
specified in Section 10.10.


 


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


 


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


 






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“Mortgage
Policies” has the meaning specified in clause
(e) of the definition of “Collateral and Guarantee Requirement.”


 


“Mortgaged
Properties” has the meaning specified in clause
(e) of the definition of “Collateral and Guarantee Requirement.”


 


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


 


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


 


“Net Proceeds” means:


 


(a)       100%
of the cash proceeds actually received by the Borrower or any of the Restricted Subsidiaries (including any cash payments received
by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or
otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any
Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs,
title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other
customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) the principal
amount of any Indebtedness that is secured by a Lien (other than a Lien that ranks pari passu with or subordinated to the
Liens securing the Obligations) on the asset subject to such Disposition or Casualty Event and that is required to be repaid in
connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), together with any applicable
premium, penalty, interest and breakage costs, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned
Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii))
attributable to minority interests and not available for distribution to or for the account of the Borrower or a wholly owned
Restricted Subsidiary as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, and (v) the
amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities
(other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the
Borrower or any of the Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities
and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent
reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net
Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided that, subject to the
restrictions set forth in Section 7.05(j), if the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to
the Administrative Agent promptly following receipt of any such proceeds setting forth the Borrower’s good faith intention to
use any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business
of the Borrower or its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the
assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business
of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within
12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12
months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds
are not so used within such 12 month period but within such 12-month period are contractually committed to be used, then upon the
termination of such contract or if such Net Proceeds are not so used within the later of such 12-month period and 180 days from the
entry into such contractual commitment, such remaining portion shall constitute Net Proceeds as of the date of such termination or
expiry without giving effect to this proviso); provided, further, that no proceeds realized in a single transaction or
series of related transactions shall constitute Net Proceeds unless (x) such proceeds shall exceed $17,500,00025,000,000 or
(y) the aggregate net proceeds exceeds $35,000,00050,000,000 in
any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause
(a)), and


 






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


 


For purposes of calculating the amount of Net Proceeds,
fees, commissions and other costs and expenses payable to the Borrower shall be disregarded.


 


“New Term B-4 Lender” has the
meaning set forth in Amendment No. 5.


 


“Nominal Shares” means (a) for
any Foreign Subsidiary, nominal issuances of Equity Interests in an aggregate amount not to exceed 0.5% of the Equity Interests of such
Foreign Subsidiary on a fully-diluted basis and (b) in any case, director’s qualifying shares, in each case to the extent such issuances
are required by applicable Law.


 


“Non-Consenting Existing Term B-4 Lender”
has the meaning set forth in Amendment No. 5.


 


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


 






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“Non-Exchanged Term B Loan”
means each Term B Loan (or portion thereof) other than an Exchanged Term B Loan. The aggregate principal amount of Non-Exchanged Term
B Loans on the Amendment No. 1 Effective Date is $65,229,364.97.


 


“Non-Exchanged Term Loan” means
each Term B-1 Loan (or portion thereof) and each Term B-2 Loan (or portion thereof) other than an Exchanged Term Loan. The aggregate principal
amount of Non-Exchanged Term Loans on the Amendment No. 3 Effective Date is $161,316,283.23.


 


“Notice
of Intent to Cure” has the meaning set forth in Section 8.04.8.04(a).


 


“Obligations” means all (x)
advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under
any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement
by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (y) obligations of any Subsidiary
arising under any Term Loan Secured Hedge Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties
under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a)
the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney
Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse
any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan
Party. Notwithstanding anything herein to the contrary, in no circumstances shall Excluded Swap Obligations constitute Obligations.


 


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


 


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


 


“OID” means original issue discount.


 


“Other Non-Consenting
Lender Assignment Documentation” has the meaning set forth in Section 3.07(b).


 


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


 






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


 


“Other
Non-Consenting Lender Assignment Documentation” has the meaning set forth in Section 3.07(b).


 


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


 


“Other Term Loan Commitments”
shall mean one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.


 


“Other Term Loans” shall mean
one or more Classes of Term Loans that result from a Refinancing Amendment.


 


“Outstanding Amount” means the
outstanding principal amount of Term Loans after giving effect to any borrowings and prepayments or repayments of Term Loans occurring
on such date.


 


“Overnight Rate” means, for any
day, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


“Pari Passu Obligations” has the
meaning set forth in the Security Agreement.


 


“Participant” has the meaning
specified in Section 10.07(e).


 


“Participant Register” has the
meaning specified in Section 10.07(e).


 


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


 


“Payment”
has the meaning set forth in Section 9.14(a).


 


“Payment
Notice” has the meaning set forth in Section 9.14(b).


 


“PBGC” means the Pension Benefit
Guaranty Corporation.


 


“Pension Plan” means any “employee
pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title
IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA,
has made contributions at any time during the immediately preceding five (5) plan years.


 


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


 






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


 


“Permitted First Priority Refinancing Debt”
shall mean any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series
of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis
(but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Holdings, the Borrower
or any Restricted Subsidiary other than the Collateral, (ii) notwithstanding anything contained in Section 7.03(c), such Indebtedness
is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (iii) such Indebtedness does not mature
or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale
or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date of any
Loan outstanding at the time such Indebtedness is incurred or issued, (iv) the security agreements relating to such Indebtedness are substantially
the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory
to the Administrative Agent) and (v) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party
to or otherwise subject to the provisions of (I) the ABL Intercreditor Agreement and (II) a First Lien Intercreditor Agreement; provided
that if such Indebtedness is the initial Permitted First Priority Refinancing Debt incurred by the Borrower, then the Borrower, Holdings,
the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered
a First Lien Intercreditor Agreement. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in
exchange therefor.


 


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


 






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“Permitted Other Debt
Conditions” means that such applicable debt (i) does not mature or have scheduled amortization payments of principal or
payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except
customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other
Obligations), in each case prior to the Latest Maturity Date at the time such Indebtedness is incurred, (ii) notwithstanding
anything contained in Section 7.03(c), is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are
Guarantors, and (iii) to the extent secured, the security agreements relating to such Indebtedness are substantially the same as or
more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the
Administrative Agent).


 


“Permitted
Ratio Debt” means Indebtedness of the Borrower or any Restricted Subsidiary, provided that immediately after giving
Pro Forma Effect thereto and to the use of the proceeds thereof, (i) no Event of Default shall be continuing or result therefrom,
(ii) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11,
(iii) the Total Leverage Ratio is no greater than 6.00:1.00(I)
the aggregate principal amount of such Indebtedness incurred after the Amendment No. 6 Effective Date shall not exceed $350,000,000
minus the aggregate amount of all Incremental Term Loans incurred pursuant to Section 2.14(d)(v)(A) minus the aggregate amount of
incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date plus (II)
an amount that would not, after giving Pro Forma Effect thereto and to the use of the proceeds thereof, cause (x) in the case of
Indebtedness that is secured by Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net
Leverage Ratio to exceed 4.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower
for which financial statements are internally available, determined on the date of incurrence of such Permitted Ratio Debt, after
giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated
First Lien Net Leverage Ratio” the cash proceeds of any such Permitted Ratio Debt or (y) in the case of other Indebtedness,
the Total Leverage Ratio to exceed 6.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the
Borrower for which financial statements are internally available, determined on the date of incurrence of such Permitted Ratio Debt,
after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Total
Leverage Ratio” the cash proceeds of any such Permitted Ratio Debt (but, in the event that Indebtedness is being
incurred in reliance on clause (iviii)(I)
of this definition or Section 2.14(d)(v)(A) at substantially the same time that Indebtedness is being incurred pursuant to this
clause (iii)(II),
when calculating the Consolidated
First Lien Net Leverage Ratio and/or Total Leverage Ratio for purposes of this clause (iii)(II)
to determine the permissibility of the incurrence of such Indebtedness pursuant to this clause (iii)(II) at
such time, it is understood and agreed that any Indebtedness so incurred at such time pursuant to clause (iviii)(I)
of this definition or Section 2.14(d)(v)(A) shall be excluded from Consolidated Total Net Debt and
Consolidated First Lien Net Debt), (iv) if such Indebtedness is secured, the aggregate
principal amount of such Indebtedness incurred after the Amendment No. 4 Effective Date shall not exceed $350,000,000 minus the
aggregate amount of all Incremental Term Loans incurred pursuant to Section 2.14(d)(v)(A) minus the
aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 4
Effective Date, (v) such Indebtedness does not mature prior to the date that is ninety-one (91) days after the
Latest Maturity Date at the time such Indebtedness is incurred, (viv)
if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party, such Indebtedness shall be in the form of debt
securities or Indebtedness that is not a credit facility that could have been incurred as an Incremental Term Loan, (vi)
if such Indebtedness is in the form of term loans secured by Collateral on a pari passu basis with the Obligations, the Term
B-5 Loans will have any applicable benefit of the MFN Adjustments as if such Indebtedness were incurred as an Incremental Term Loan, (vii)
such Indebtedness shall have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional
prepayment or redemption provisions) that are not materially less favorable (when taken as a whole) to the Borrower than the terms
and conditions of the Loan Documents (when taken as a whole), (viii) if such Indebtedness is incurred or guaranteed on a secured
basis by a Loan Party, such Indebtedness is subject to the Intercreditor Agreements referred to in Section 7.01(cc) and (ix) any
such Indebtedness incurred or guaranteed by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness
incurred or guaranteed by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(g), does not exceed in the
aggregate at any time outstanding the greater of $65,000,000 and 2.00% of Total Assets, in each case determined at the time of
incurrence; provided that a certificate of the Borrower as to the satisfaction of the conditions described in clause (vii)
above delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the
Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of such clause (vii), shall
be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with
such determination (including a description of the basis upon which it disagrees).


 






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


 


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


 






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


 


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


 


“Platform”
has the meaning set forth in Section 6.01(de).


 


“Pledged Debt” has the meaning
set forth in the Security Agreement.


 


“Pledged Equity” has the meaning
set forth in the Security Agreement.


 


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


 


“Proceeds”
has the meaning set forth in Section 9-102(a)(64) of the UCC.


 


“Primary
Obligor” has the meaning set forth in the definition of “Guarantee.”


 


“Pro Forma Balance Sheet” has
the meaning set forth in Section 5.05(c).


 


“Pro Forma Basis” and “Pro
Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination
or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09.


 


“Pro Forma Compliance” means,
with respect to the covenants in Section 7.11, compliance on a Pro Forma Basis with such covenants in accordance with Section 1.09.


 


“Pro Forma Financial Statements”
has the meaning set forth in Section 5.05(c).


 


“Pro Rata Share” means, with respect
to each Lender, at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Commitments and, if applicable and without duplication, Term Loans of such Lender under the applicable Facility or Facilities
at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities and,
if applicable and without duplication, Term Loans under the applicable Facility or Facilities at such time.


 


“Proceeds”
has the meaning set forth in Section 9-102(a)(64) of the UCC.


 


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


 


“Projections” has the meaning
set forth in Section 6.01(c).


 









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


 


“Public
Lender” has the meaning set forth in Section 6.01(de).


 


“Purchase Price” has the meaning
set forth in Section 3.07(b).


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning set forth in Section 10.22.


 


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


 


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


 


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


 


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


 


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


 


“Recipient”
has the meaning set forth in Section 9.14(a).


 




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


 


“Refinanced Term Loans” has the
meaning set forth in Section 10.01.


 


“Refinancing” means the prepayment
of all indebtedness under that certain Credit Agreement, dated as of March 24, 2010 (as amended, restated, supplemented, or modified from
time to time prior to the Closing Date), among the Borrower, Holdings, Bank of America, N.A., as administrative agent and collateral agent,
the lenders party thereto, and the other agents party thereto, shall have been paid in full, and all commitments, security interests and
guaranties in connection therewith shall have been terminated and released.


 


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


 


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


 


“Refinancing Term Commitments”
means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant
to a Refinancing Amendment.


 


“Refinancing Term Loans” means
one or more term loans hereunder that result from a Refinancing Amendment.


 


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


 


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


 


“Rejection
Notice” has the meaning set forth in Section 2.05(b)(vi).


 


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


 


“Release” means any
spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing or migrating in, into, onto or through the Environment or from or through
any facility, property or equipment.


 




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


 


“Replacement Intercreditor Agreement”
means an intercreditor agreement between the Administrative Agent, the ABL Agent and the Loan Parties, in form and substance reasonably
satisfactory to the Administrative Agent, entered into at the option of the Borrower which, in the event of a refinancing of the initial
ABL Credit Agreement, replaces the ABL Intercreditor Agreement in its entirety and pursuant to which the Liens on the Collateral securing
the Obligations are not subordinated to any other Liens on any portion of the Collateral.


 


“Replacement Term Loans” has the
meaning specified in Section 10.01.


 


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


 


“Repricing
Transaction” means the prepayment, refinancing, substitution or replacement of all or a portion of the Term B-45
Loans with the incurrence by Holdings, the Borrower or any Subsidiary of any new or replacement tranche of term loans having an All-In
Yield that is less than the All-In Yield of such Term B-45
Loans so repaid, refinanced, substituted or replaced (excluding any new or replacement term loans incurred in connection with a Change
of Control), including without limitation, as may be effected through any amendment to this Agreement relating to the All-In Yield for
Term B-45
Loans or the incurrence of any Replacement Term Loans or Refinancing Term Loans.


 


“Request for Credit Extension”
means a Committed Loan Notice.


 


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


 


“Required Facility Lenders” mean,
as of any date of determination, with respect to any Facility, Lenders having more than 50% of the sum of (a) the Total Outstandings under
such Facility and (b) the aggregate unused Commitments under such Facility.


 


“Required Lenders” means, as of
any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings and (b) aggregate unused Term Commitments.


 


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


 




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“Responsible Officer” means the
chief executive officer, president, vice president, chief financial officer, chief administrative officer, secretary or assistant secretary,
treasurer or assistant treasurer or other similar officer of a Loan Party. Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action
on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted Cash” means cash and
Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Borrower.


 


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


 


“Restricted Subsidiary” means
any Subsidiary of Holdings other than an Unrestricted Subsidiary.


 


“Retained Percentage” means, with
respect to any Excess Cash Flow Period (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.


 


“Returns” means, with respect
to any Investment, any dividends, distributions, interest, fees, premium, return of capital, repayment of principal, income, profits (from
a Disposition or otherwise) and other amounts received or realized in respect of such Investment.


 


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


 


“Same Day Funds” means immediately
available funds.


 


“Sanctions”
has the meaning set forth in Section 5.18(c).


 


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


 


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


 


“Secured Parties” means, collectively,
the Administrative Agent, the Lenders, the Hedge Banks and each co-agent or sub-agent appointed by the Administrative Agent from time
to time pursuant to Section 9.05.


 




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


 


“Securitization Assets” means
(a) the accounts receivable subject to a Qualified Securitization Financing and the proceeds thereof and (b) contract rights, lockbox
accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable
in a securitization financing.


 


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


 


“Securitization Financing” means
any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower
or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the
Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant
a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including
all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization
Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests
are customarily granted in connection with asset securitization transactions involving Securitization Assets.


 


“Securitization Repurchase Obligation”
means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets
arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming
subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action
by or any other event relating to the seller.


 


“Securitization Subsidiary” means
a wholly owned Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization Financing
in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower
transfers Securitization Assets and related assets) that engages in no activities other than in connection with the financing of Securitization
Assets of the Borrower or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of the
Borrower or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by Holdings, the Borrower or any other Subsidiary of the Borrower, other than another
Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to
Standard Securitization Undertakings or Limited Originator Recourse), (ii) is recourse to or obligates Holdings, the Borrower or any other
Subsidiary of the Borrower, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings
or Limited Originator Recourse or (iii) subjects any property or asset
of Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none
of Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has any material contract,
agreement, arrangement or understanding other than on terms which the Borrower reasonably believes to be no less favorable to Holdings,
the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower and
(c) to which none of Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has
any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating
results. Any such designation by the board of directors of the Borrower or such other Person shall be evidenced to the Administrative
Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of the Borrower or such
other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied
with the foregoing conditions.


 




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“Security Agreement” means a Security
Agreement substantially in the form of Exhibit F.


 


“Security Agreement Supplement”
has the meaning specified in the Security Agreement.


 


“Seller” has the meaning specified
in the preliminary statements to this Agreement.


 


“Senior
Indebtedness” has the meaning set forth in Section 10.01(g).


 


“Senior
Lien Indebtedness” has the meaning set forth in Section 10.01(g).


 


“Senior Notes” means the $250,000,000
in aggregate principal amount of the Borrower’s 8.125% senior unsecured notes due 2020 and any Registered Equivalent Notes having
substantially identical terms and issued pursuant to the Senior Notes Indenture in exchange for the initial, unregistered senior unsecured
notes.


 


“Senior Notes Indenture” means
the Indenture for the Senior Notes, dated as of January 31, 2012, between the Borrower and U.S. Bank, National Association, as trustee,
as the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this Agreement.


 


“Senior
Payment Indebtedness” has the meaning set forth in Section 10.01(g).


 


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


 




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“SOFR”
means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New
York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently
at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator
of the secured overnight financing rate from time to time). 


 


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


 


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


 


“Solicited Discounted Prepayment Notice”
means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(a)(v)(D) substantially
in the form of Exhibit E-6.


 


“Solicited Discounted Prepayment Offer”
means the irrevocable written offer by each Lender, substantially in the form of Exhibit E-7, submitted following the Administrative
Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


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


 


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


 


“SPC” has the meaning specified
in Section 10.07(h).


 


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


 


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


 


“Specified Discount Prepayment Notice”
means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.05(a)(v)(B) substantially in
the form of Exhibit E-8.


 




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“Specified Discount Prepayment Response”
means the irrevocable written response by each Lender, substantially in the form of Exhibit E-9, to a Specified Discount Prepayment
Notice.


 


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


 


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


 


“Specified Junior Financing Obligations”
means any obligations in respect of any Junior Financing in respect of which any Loan Party is an obligor in a principal amount in excess
of the Threshold Amount.


 


“Specified Loan Party” means
any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving
effect to Section 11.11 hereof).


 


“Specified Representations” means
those representations and warranties made by the Borrower in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.02(b)(iii), 5.03 (to
the extent related to consents or approvals under Organization Documents of any Loan Party or under any material Law), 5.04, 5.12, 5.16,
5.17, 5.18 and 5.19 (subject, in the case of Section 5.19, to the proviso at the end of Section 4.01(a)).


 


“Specified Transaction” means
any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or
an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary
of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or
all or substantially all of the Equity Interests of, another Person or any Disposition of a business unit, line of business or division
of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence
or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit), Restricted
Payment or Incremental Term Loan that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis”
or after giving “Pro Forma Effect.”


 


“Split Brands” means the Debrox
and Gly-Oxide brands.


 


“Split Brands Acquisition” has
the meaning specified in the preliminary statements to this Agreement.


 


“Split Brands Acquisition Agreement”
has the meaning specified in the preliminary statements to this Agreement.


 


“Split Brands Cutoff Date” has
the meaning specified in Section 2.05(b)(viii).


 




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“Standard Securitization Undertakings”
means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary
in a Securitization Financing.


 


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


 


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


 


“Subsidiary” of a Person means
a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of
securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities
or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half
of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly,
through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Subsidiary Guarantor” means any
Guarantor other than Holdings.


 


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


 


“Supported
QFC” has the meaning set forth in Section 10.22.


 


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


 


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


 


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


 




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“Syndication Agent” means Morgan
Stanley Senior Funding, Inc., in its capacity as syndication agent.


 


“Tax Group” has the meaning specified
in Section 7.06(h)(iv).


 


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


 


“Term B-1 Commitment” means,
with respect to a Term Lender, the agreement of such Term Lender to exchange the entire principal amount of its Term B Loans (or such
lesser amount allocated to it by the Arrangers) for a principal amount of Term B-1 Loans equal to such entire principal amount (or such
lesser amount) on the Amendment No. 1 Effective Date.


 


“Term B-1 Lender” means a Person
holding a Term B-1 Loan from time to time.


 


“Term B-1 Loan” means, collectively:
(i) each Exchanged Term B Loan and (ii) from and after the making thereof pursuant to Section 2.01(b)(ii), each Additional Term B-1 Loan.


 


“Term B-2 Commitment” means,
with respect to a Person, the agreement of such Person to make a Term B-2 Loan on the Amendment No. 2 Effective Date, in the amount set
forth on the Amendment No. 2 Joinder of such Person. The aggregate amount of the Term B-2 Commitments shall equal $720,000,000.


 


“Term B-2 Lender” means a Person
with a Term B-2 Commitment to make Term B-2 Loans to the Borrower on the Amendment No. 2 Effective Date, which for the avoidance of doubt
may be an existing Term Lender and any other Person holding a Term B-2 Loan from time to time.


 


“Term B-2 Loan” means a Loan
that is made pursuant to Section 2.01(c) of this Agreement on the Amendment No. 2 Effective Date.


 


“Term B-3 Commitment” means,
with respect to a Term Lender, the agreement of such Term Lender to exchange the entire principal amount of its Term B-1 Loans (or such
lesser amount allocated to it by the Amendment No. 3 Arrangers) and Term B-2 Loans (or such lesser amount allocated to it by the Amendment
No. 3 Arrangers) for a principal amount of Term B-3 Loans equal to such entire principal amount (or such lesser amount) on the Amendment
No. 3 Effective Date. For the avoidance of doubt, the Term B-3 Commitments constitute Refinancing Term Commitments.


 


“Term B-3 Lender” means a Person
holding a Term B-3 Loan from time to time.


 




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“Term B-3 Loan” means, collectively:
(i) each Exchanged Term Loan and (ii) from and after the making thereof pursuant to Section 2.01(d)(ii), each Additional Term B-3 Loan.
For the avoidance of doubt, the Term B-3 Loans constitute Refinancing Term Loans.


 


“Term B-4 Commitment” means,
with respect to a Person, the Incremental Commitment and/or Refinancing Term Commitment of such Person to make an Incremental Term Loan
and/or Refinancing Term Loan on the Amendment No. 4 Effective Date in the aggregate principal amount set forth on the Amendment No. 4
Joinder of such Person. For the avoidance of doubt, the Term B-4 Commitments constitute either Refinancing Term Commitments or Incremental
Commitments. The aggregate amount of the Term B-4 Commitments shall equal $1,427,000,000.


 


“Term B-4 Lender” means a Person
with a Term B-4 Commitment to make Term B-4 Loans to the Borrower on the Amendment No. 4 Effective Date, which for the avoidance of doubt
may be an existing Term Lender and any other Person holding a Term B-4 Loan from time to time.


 


“Term B-4 Loan” means a Loan that
is made pursuant to Section 2.01(e) of this Agreement on the Amendment No. 4 Effective Date. For the avoidance of doubt, the Term B-4
Loans constitute either Refinancing Term Loans or Incremental Term Loans.


 


“Term
B-5 Commitment” means, with respect to a Person, the Incremental Commitment of such Person to make an Incremental Term Loan
on the Amendment No. 6 Effective Date in the aggregate principal amount set forth on the Amendment No. 6 Joinder of such Person. For the
avoidance of doubt, the Term B-5 Commitments constitute Incremental Commitments. The aggregate amount of the Term B-5 Commitments shall
equal $600,000,000. 


 


“Term
B-5 Lender” means a Person with a Term B-5 Commitment to make Term B-5 Loans to the Borrower on the Amendment No. 6 Effective
Date, which for the avoidance of doubt may be an existing Term Lender and any other Person holding a Term B-5 Loan from time to time.


 


“Term
B-5 Loan” means a Loan that is made pursuant to Section 2.01(f) of this Agreement on the Amendment No. 6 Effective Date. For
the avoidance of doubt, the Term B-5 Loans constitute Incremental Term Loans.


 


“Term Commitment” means, as to
each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as an amount representing the maximum principal
amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant
to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment
and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension. The initial amount of each Term Lender’s
Commitment is set forth in Section 1.01A of the Confidential Disclosure Letter under the caption “Term B Commitment” or, otherwise,
in the Assignment and Assumption, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed its
Commitment, as the case may be.


 


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


 




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“Term
Loan” means any Term B-1 Loan, Term B-2 Loan, Term B-3 Loan, Term B-4 Loan, Term
B-5 Loan, Incremental Term Loan, Other Term Loan or Extended Term Loan, as the context may require.


 


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


 


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


 


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


 


“Term Loan Secured Hedge Agreement”
means any Swap Contract permitted under Article VII that is entered into by and between the Borrower or any Restricted Subsidiary and
any Person that is a Lender or an Affiliate of a Lender at the time such Swap Contract is entered into (any such Person, a “Hedge
Bank”); provided that (a) such Person is designated a “Hedge Bank” with respect to such Term Loan Secured
Hedge Agreement in a writing from the Borrower to the Administrative Agent, and (other than a Person already party hereto as a Lender)
that delivers to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as
its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.15 and 10.16 and Article IX as if it
were a Lender and (b) such Swap Contract is designated in a writing from the Borrower to the Administrative Agent as a “Term Loan
Secured Hedge Agreement”.


 


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


 


“Term
SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


 


“Test Period” means, for any date
of determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended as of such date of determination.


 


“Threshold
Amount” means $42,500,000.the
greater of $70,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period.


 


“Total Assets” means the total
assets of the Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance
sheet of the Borrower delivered pursuant to Section 6.01(a) or (b) or, for the period prior to the time any such statements are so delivered
pursuant to Section 6.01(a) or (b), the Pro Forma Financial Statements.


 


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


 




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“Total Outstandings” means the
aggregate Outstanding Amount of all Loans.


 


“Transaction Expenses” means any
fees or expenses incurred or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the Transactions
(including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated
hereby and thereby.


 


“Transactions” means, collectively,
(a) the Acquisition and other related transactions contemplated by the Acquisition Agreement, (b) the issuance of the Senior Notes, (c)
the funding of the Term B Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing
Date, (d) the execution and delivery by the Borrower and the Subsidiaries party thereto of the ABL Facility Documentation, (e) the Refinancing
and (f) the payment of Transaction Expenses.


 


“Transferred Guarantor” has the
meaning specified in Section 11.09.


 


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


 


“U.S.
Special Resolution Regimes” has the meaning set forth in Section 10.22.


 


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


 


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


 


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


 


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


 


“United States Tax Compliance Certificate”
has the meaning set forth in Section 3.01(d)(ii)(C) and is in substantially the form of Exhibit I hereto.


 


“Unrestricted Subsidiary” means
any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section
6.14 subsequent to the Closing Date and each Securitization Subsidiary.


 


“USA Patriot Act” means the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.


 




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


 


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


 


“Winter 2017 Refinancing” means
the prepayment of all amounts outstanding under (i) that certain Amended and Restated Loan and Security Agreement, dated as of December
15, 2015, by and among C.B. Fleet Company, Incorporated, as borrower, C.B. Fleet, LLC, as holdings, the other loan parties party thereto,
the lenders and financial institutions party thereto and GCI Capital Markets LLC, as agent, (ii) that certain Amended and Restated Note
Purchase and Guarantee Agreement, dated as of December 15, 2015 with respect to the notes due December 15, 2022, by and among C.B. Fleet
Company, Incorporated, as issuer, C.B. Fleet, LLC, as holdings, the other guarantors party thereto and the purchasers named in the purchaser
schedule attached thereto and (iii) that certain Amended and Restated Note Purchase Agreement, dated as of December 15, 2015 with respect
to the notes due December 15, 2023, by and among C.B. Fleet HoldCo, LLC, a Delaware limited liability company, as issuer and the purchasers
named in the purchaser schedule attached thereto, and, in the case of each of clauses (i) through (iii) all commitments, security interests
and guaranties in connection therewith shall have been terminated and released.


 


“Winter 2017 Transaction Expenses”
means any fees or expenses incurred or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the Winter
2017 Transactions (including expenses in connection with hedging transactions), Amendment No. 4 and the transactions contemplated hereby
and thereby.


 


“Winter
2017 Transactions” means, collectively, (a) the C.B. Fleet Acquisition, (b) the funding of the Term B-4 Loans on the
Amendment No. 4 Effective Date and the execution and delivery of Amendment No. 4 to be entered into on the Amendment No. 4 Effective Date,
(c) the execution and delivery by the Borrower and the Subsidiaries party thereto of Amendment No. 6 to the ABL Credit Agreement, (d)
the Winter 2017 Refinancing and (e) the payment of Winter 2017 Transaction Expenses.


 


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


 




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Section
1.02           Other Interpretive Provisions.


 


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


 


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


 


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


 


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


 


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


 


(e)       The
word “or” is not exclusive.


 


(f)       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.


 


(g)       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.”


 


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


 


(i)       For
purposes of determining compliance with any Section of Article VII at any time, 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 Obligation or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions
permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more
of such clauses as determined by the Borrower in its sole discretion at such time.


 



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Section 1.03          Accounting
Terms.


 


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, except as otherwise specifically prescribed
herein.


 


Section
1.04           Rounding.


 


Any financial ratios required to be maintained by
the 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 (with a rounding up if there
is no nearest number).


 


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


 


Section
1.06           Times of Day.


 


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


 


Section
1.07           Timing of Payment of Performance.


 


When
the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a
day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest
Period”) or performance shall extend to the
immediately succeeding Business Day.


 


Section
1.08           Cumulative Credit Transactions.


 


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


 






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Section 1.09          Pro
Forma Calculations.


 


(a)               
Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Leverage Ratio, the Secured Leverage
Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner
prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section
1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio and the Consolidated Cash Interest Coverage
Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable
ECF Percentage” and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any
covenant pursuant to Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test
Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma
basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a
reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available
(as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating
the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio and the Consolidated Cash Interest Coverage Ratio for purposes
of the definition of “Applicable Rate,” the definition of “Applicable ECF Percentage” and determining actual compliance
with Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), each of which shall be based
on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period.


 


(b)               
For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness
in connection therewith to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Test Period and
(ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for
which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions
(and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified
Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person
that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted
Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant
to this Section 1.09, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with
this Section 1.09.


 


(c)                Whenever pro
forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of
 “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be
realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma
basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and
as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and
 “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken
or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs
with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such
adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any
subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that
(A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions
have been taken or with respect to which substantial steps have been taken (in the good faith determination of the Borrower) within
eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to
the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro
forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result
of cost savings, operating expense reductions and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set
forth in the proviso of clause (viii) of the definition of “Consolidated
EBITDA.”


 






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(d)               
In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including
by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in
each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii)
subject to clause (a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the
calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence
or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (or the
first day of the applicable Test Period solely in the case of the Consolidated Cash Interest Coverage Ratio).


 


(e)               
If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Cash Interest Coverage
Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness);
provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or
any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. 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 Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank
offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional
rate chosen as the Borrower or Restricted Subsidiary may designate.


 


(f)                
At any time prior to June 30, 2012, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that
compliance with the Consolidated Cash Interest Coverage Ratio and Total Leverage Ratio set forth in Section 7.11 for the Test Period ending
on June 30, 2012 is required with respect to the most recent Test Period prior to such time.


 


Section
1.10           Currency Generally.


 


(i)                       
For purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in
a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange
occurring after the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred,
made or acquired, was permitted hereunder).


 






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ARTICLE
II. 





THE COMMITMENTS AND CREDIT EXTENSIONS


 


Section
2.01           The Loans.


 


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


 


(b)          
(i) Subject to the terms and conditions hereof and of Amendment No. 1, each Term Lender severally agrees to exchange its Exchanged
Term B Loans for a like principal amount of Term B-1 Loans on the Amendment No. 1 Effective Date, and hereby authorizes and instructs
the Administrative Agent to delete its entry for such Term Lender’s Term B Loans in the Register and substitute such entry with
such Term B-1 Loans of such Term Lender.


 


(ii) Subject to the terms and conditions hereof
and of Amendment No. 1, each Additional Term B-1 Lender severally agrees to make an Additional Term B-1 Loan to the Borrower on the Amendment
No. 1 Effective Date in the principal amount equal to its Additional Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower
shall prepay the Non-Exchanged Term B Loans with a like amount of the gross proceeds of the Additional Term B-1 Loans, concurrently with
the receipt thereof.


 


(iii) The Borrower shall pay to the Term Lenders
immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the Term Loans to, but not including, the
Amendment No. 1 Effective Date on such Amendment No. 1 Effective Date.


 


(iv)
The Term B-1 Loans shall have the same terms as the Term B Loans as set forth in the Creditthis
Agreement and Loan Documents before giving effect to Amendment No. 1, except as modified by Amendment No. 1; it being understood that
the Term B-1 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under
the Creditthis
Agreement and the other Loan Documents and shall have the same rights and obligations under the Creditthis
Agreement and Loan Documents as the Term B Loans prior to the Amendment No. 1 Effective Date.


 


(c)               
Subject to the terms and conditions hereof and of Amendment No. 2, each Term B-2 Lender severally agrees to make a Term B-2 Loan
to the Borrower on the Amendment No. 2 Effective Date in the principal amount equal to its Term B-2 Commitment. Amounts borrowed under
this Section 2.01(c) and repaid or prepaid may not be reborrowed. Term B-2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as
further provided herein.


 


(d)                (i)
Subject to the terms and conditions hereof and of Amendment No. 3, each Term Lender severally agrees to exchange its Exchanged Term
Loans for a like principal amount of Term B-3 Loans on the Amendment No. 3 Effective Date, and hereby authorizes and instructs the
Administrative Agent to delete its entry for such Term Lender’s Term B-1 Loans and/or Term B-2 Loans, as applicable, in the
Register and substitute such entry with such Term B-3 Loans of such Term Lender.


 






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	 	(ii)	(ii)	Subject
                                            to the terms and conditions hereof and of Amendment No. 3, each Additional Term B-3 Lender
                                            severally agrees to make an Additional Term B-3 Loan to the Borrower on the Amendment No.
                                            3 Effective Date in the principal amount equal to its Additional Term B-3 Commitment on the
                                            Amendment No. 3 Effective Date. The Borrower shall prepay the Non-Exchanged Term Loans with
                                            a like amount of the gross proceeds of the Additional Term B-3 Loans, concurrently with the
                                            receipt thereof.



 


		(iii)	(iii)	The
                                            Borrower shall pay to the Term Lenders immediately prior to the effectiveness of Amendment
                                            No. 3 all accrued and unpaid interest on the Term Loans to, but not including, the Amendment
                                            No. 3 Effective Date on such Amendment No. 3 Effective Date.



 


		(iv)	(iv)	The
                                            Term B-3 Loans shall have the same terms as the Term B-1 Loans and Term B-2 Loans as set
                                            forth in the Creditthis
                                            Agreement and Loan Documents before giving
                                            effect to Amendment No. 3, except as modified by Amendment No. 3; it being understood that
                                            the Term B-3 Loans (and all principal, interest and other amounts in respect thereof) will
                                            constitute “Obligations” under the Creditthis
                                            Agreement and the other Loan Documents and
                                            shall have the same rights and obligations under the Creditthis
                                            Agreement and Loan Documents as the Term
                                            B-1 Loans and Term B-2 Loan prior to the Amendment No. 3 Effective Date.



 


(e)               
(i) Subject to the terms and conditions hereof and of Amendment No. 4, each Term B-4 Lender severally agrees to make, in accordance
with Sections 2.14 and 2.15 of this Agreement, as in effect immediately prior to giving effect to Amendment No. 4, a Term B-4 Loan to
the Borrower on the Amendment No. 4 Effective Date in an aggregate principal amount equal to its Term B-4 Commitment. Amounts borrowed
under this Section 2.01(e) and repaid or prepaid may not be reborrowed. Term B-4 Loans may be Base Rate Loans or Eurocurrency Rate Loans,
as further provided herein. The Incremental Facility Closing Date with respect to the Term B-4 Loans constituting Incremental Term Loans
shall be the Amendment No. 4 Effective Date. The Lenders party to Amendment No. 4 and the Administrative Agent hereby waive any requirement
for the Borrower to deliver an Incremental Loan Request with respect to the Incremental Commitments establishing the Term B-4 Commitments
pursuant to Amendment No. 4 on the Amendment No. 4 Effective Date. The Initialinitial
Interest Period for the Term B-4 Loans shall end on February 28, 2017.


 


		(v)	(ii)	The Borrower shall pay to the Term B-3 Lenders immediately prior to the effectiveness of Amendment No. 4 all principal of, accrued and
unpaid interest on the Term B-3 Loans up to, but not including, the Amendment No. 4 Effective Date on such Amendment No. 4 Effective
Date.



 


		(vi)	(iii)	The Term B-4 Loans shall have the same terms as the Term B-3 Loans as set forth in the Creditthis
Agreement and Loan Documents before giving effect to Amendment No. 4, except as modified by Amendment No. 4; it being understood
that the Term B-4 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations”
under the Creditthis
Agreement and the other Loan Documents and shall have the same rights and obligations under the
Creditthis
Agreement and Loan Documents as the Term B-3 Loans prior to the Amendment No. 4 Effective Date.



 


(f)                
Subject
to the terms and conditions hereof and of Amendment No. 6, each Term B-5 Lender severally agrees to make a Term B-5 Loan to the Borrower
on the Amendment No. 6 Effective Date in the principal amount equal to its Term B-5 Commitment. Amounts borrowed under this Section 2.01(f)
and repaid or prepaid may not be reborrowed. Term B-5 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
The Term B-5 Loans shall have the same terms as the Term B-4 Loans as set forth in this Agreement and Loan Documents before giving effect
to Amendment No. 6, except as modified by Amendment No. 4; it being understood that the Term B-5 Loans (and all principal, interest and
other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Loan Documents and shall
have the same rights and obligations under this Agreement and Loan Documents as the Term B-4 Loans prior to the Amendment No. 5 Effective
Date. The Incremental Facility Closing Date with respect to the Term B-5 Loans constituting Incremental Term Loans shall be the Amendment
No. 6 Effective Date. The Lenders party to Amendment No. 6 and the Administrative Agent hereby waive any requirement for the Borrower
to deliver an Incremental Loan Request with respect to the Incremental Commitments establishing the Term B-5 Commitments pursuant to
Amendment No. 6 on the Amendment No. 6 Effective Date.


 






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Section
2.02           Borrowings, Conversions and Continuations of Loans.


 


(a)               
Each Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall
be made upon the Borrower’s irrevocable notice, to the Administrative Agent (provided that the notices in respect of the
initial Credit Extensions may be conditioned on the closing of the Acquisition), which may be given by telephone. Each such notice must
be received by the Administrative Agent not later than 11:00 a.m. (New York, New York time) (1) three (3) Business Days prior to the requested
date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and
(2) on the requested date of any Borrowing of Base Rate Loans; provided that the notice referred to in subclause (1) above may
be delivered no later than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions. Each telephonic notice
by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed
Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Section 2.14, each Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple
of $100,000, in excess thereof. Except as provided in Section 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a minimum
principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Term Loans from one Type to the other or a continuation
of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Term Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) wire
instructions of the account(s) to which funds are to be disbursed (it being understood, for the avoidance of doubt, that the amount to
be disbursed to any particular account may be less than the minimum or multiple limitations set forth above so long as the aggregate amount
to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and multiples). If the Borrower fails to specify a
Type of Loan in a Committed Loan Notice or fail to give a timely notice requesting a conversion or continuation, then the applicable Term
Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period,
it will be deemed to have specified an Interest Period of one (1) month.


 






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(b)               
 Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its
Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of
a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall
make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later
than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account(s) of the
Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided by the Borrower to (and reasonably acceptable to) the Administrative Agent.


 


(c)               
Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest
Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During
the occurrence and continuation of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may
be converted to or continued as Eurocurrency Rate Loans.


 


(d)               
The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative
Agent shall be conclusive in the absence of manifest error.


 


(e)               
After giving effect to all Borrowings, all conversions of Term Loans from one Type to the other and all continuations of Term Loans
as the same Type, there shall not be more than six (6) Interest Periods in effect; provided that after the establishment of any
new Class of Loans pursuant to a Refinancing Amendment or Extension Amendment, the number of Interest Periods otherwise permitted by this
Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established.


 


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


 


(g)                Unless
the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement
of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share or other applicable share
provided for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with paragraph
(b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not
have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such
amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the
Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the
Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance
with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this
Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount
of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by
the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.


 






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Section
2.03           [Reserved].


 


Section
2.04           [Reserved].


 


Section
2.05           Prepayments.


 


(a)               
Optional. 1.1.1.1. The Borrower may, upon notice to the Administrative Agent by the Borrower, at any time or from time to
time voluntarily prepay any Class or Classes of Term Loans in whole or in part without premium or penalty; provided that (1) such
notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) (A) three (3) Business Days prior to
any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency
Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $100,000 in excess thereof; and (3) any prepayment
of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt
of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment
of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order
of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective
Pro Rata Shares or other applicable share provided for under this Agreement.


 


(ii)       [Reserved].


 


(iii)       Notwithstanding
anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such
prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise
be delayed.


 


(iv)       Voluntary
prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof
pursuant to Section 2.07 in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent
such direction, in direct order of maturity); provided that, for the avoidance of doubt, the prepayments of Loans occurring on
the Amendment No. 1 Effective Date, the Amendment No. 3 Effective Date or,
the Amendment No. 4 Effective Date or the Amendment No. 6
Effective Date shall not be deemed a “prepayment” for purposes of this clause.


 






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(v)       Notwithstanding
anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, any Company Party
may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately
upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) on the
following basis:


 


(A)            
Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower
Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted
Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with
this Section 2.05(a)(v); provided that no Company Party shall initiate any action under this Section 2.05(a)(v) in order to make
a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent
Discounted Term Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective
Date; or (II) at least three (3) Business Days shall have passed since the date the Company Party was notified that no Term Lender was
willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value,
as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election
not to accept any Solicited Discounted Prepayment Offers.


 


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


 






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(1)              
 Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response
Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and,
if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s
Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting
Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the
Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount
Prepayment.


 


(2)              
If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding
Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount
and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2) above;
provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders
exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders
in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction
Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion)
will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case
within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the
respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of
the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date,
and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each
Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and
Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the
amounts stated in the foregoing notices to the Company Party and such Term Lenders shall be conclusive and binding for all purposes absent
manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the
Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).


 






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(C)              1.1.1.1.1.2.Subject
to the proviso to subsection (A) above, any Company Party may from time to time solicit Discount Range Prepayment Offers by
providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that
(I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) each
Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum
aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or
tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be
prepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be
offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer
pursuant to the terms of this Section 2.05(a)(v)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not
less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Company Party shall
remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate
Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a
responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of
delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s
Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the
 “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding
Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term
Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term
Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date
shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par
value within the Discount Range.


 


(1)               The
Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment
Response Date and shall determine (in consultation with such Company Party and subject to rounding requirements of the Auction Agent
made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in
accordance with this subsection (C). The relevant Company Party agrees to accept on the Discount Range Prepayment Response Date all
Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the
Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and
including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the
smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a
Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and
(II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at
a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to
prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3))
at the Applicable Discount (each such Term Lender, a “Participating Lender”).


 






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(2)              
If there is at least one Participating Lender, the relevant Company Party will prepay the respective outstanding Term Loans of
each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment
Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par
greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant
Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount
(the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance
with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Company Party
and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount
Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range
Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such solicitation,
the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment
and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate
principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of
the aggregate principal amount and tranches of such Term Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable,
each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in
the foregoing notices to the relevant Company Party and Term Lenders shall be conclusive and binding for all purposes absent manifest
error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted
Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).


 


(D)             1.1.1.1.1.3.Subject
to the proviso to subsection (A) above, any Company Party may from time to time solicit Solicited Discounted Prepayment Offers by
providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided
that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Term Lender and/or (y)
each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum
aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of
Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment
Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a
separate offer pursuant to the terms of this Section 2.05(a)(v)(D)), (III) the Solicited Discounted Prepayment Amount shall be in an
aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a
Company Party shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly
provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted
Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the
third Business Day after the date of delivery of such notice to such Term Lenders (the “Solicited Discounted Prepayment
Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain
outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which
such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and
tranches of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered
Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited
Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.


 






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(1)              
The Auction Agent shall promptly provide the relevant Company Party with a copy of all Solicited Discounted Prepayment Offers
received on or before the Solicited Discounted Prepayment Response Date. Such Company Party shall review all such Solicited Discounted
Prepayment Offers and select the largest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited
Discounted Prepayment Offers that is acceptable to the Company Party (the “Acceptable Discount”), if any. If the Company
Party elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable
Discount, but in no event later than by the third Business Day after the date of receipt by such Company Party from the Auction Agent
of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subsection (2) (the “Acceptance
Date”), the Company Party shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable
Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Company Party by the Acceptance Date,
such Company Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers.


 


(2)              
Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted
Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Auction Agent will determine (in consultation with such Company Party and subject to rounding
requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans
(the “Acceptable Prepayment Amount”) to be prepaid by the relevant Company Party at the Acceptable Discount in accordance
with this Section 2.05(a)(v)(D). If the Company Party elects to accept any Acceptable Discount, then the Company Party agrees to accept
all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order
from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted
a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed
to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant
to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Company Party
will prepay outstanding Term Loans pursuant to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of
the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that
if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount
exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders
whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall
be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender
and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its
sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the
Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Company Party of the Discounted Prepayment
Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each
Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans
and the tranches to be prepaid to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal
amount and the tranches of such Term Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified
Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing
notices to such Company Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount
specified in such notice to such Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective
Date in accordance with subsection (F) below (subject to subsection (J) below).


 






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(E)             
In connection with any Discounted Term Loan Prepayment, the Company Parties and the Term Lenders acknowledge and agree that the
Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from a Company
Party in connection therewith.


 


(F)              If
any Term Loan is prepaid in accordance with paragraphs (B) through (D) above, a Company Party shall prepay such Term Loans on the
Discounted Prepayment Effective Date. The relevant Company Party shall make such prepayment to the Administrative Agent, for the
account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the
Administrative Agent’s Office in immediately available funds not later than 11:00 a.m. on the Discounted Prepayment Effective
Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Loans on a
pro-rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the
par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the
outstanding Term Loans pursuant to this Section 2.05(a)(v) shall be paid to the Discount Prepayment Accepting Lenders, Participating
Lenders, or Qualifying Lenders, as applicable, and shall be applied to the relevant Loans of such Lenders in accordance with their
respective Pro Rata Share. The aggregate principal amount of the tranches and installments of the relevant Term Loans outstanding
shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the
Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.



 


(G)            
To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures
consistent with the provisions in this Section 2.05(a)(v), established by the Auction Agent acting in its reasonable discretion and as
reasonably agreed by the Borrower.


 


(H)            
Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(v), each notice or other communication
required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction
Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that
any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of
business on the next Business Day.


 


(I)               
Each of the Company Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties
under this Section 2.05(a)(v) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of
duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions
pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted
Term Loan Prepayment provided for in this Section 2.05(a)(v) as well as activities of the Auction Agent.


 


(J)               
Each Company Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer
to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice
or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment
Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Company Party to make any prepayment
to a Lender, as applicable, pursuant to this Section 2.05(a)(v) shall not constitute a Default or Event of Default under Section 8.01
or otherwise).


 






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		(vii)	(vi) 	Notwithstanding the foregoing, in the event that following the Amendment No. 56
Effective Date and, on or prior to the six month anniversary after the Amendment No. 56
Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term B-45
Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii)
that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower
shall pay to the Administrative Agent, for the ratable account of each of the Term B-45
Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-45
Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate
principal amount of the applicable Term B-45
Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness
of such Repricing Transaction.



 


(b)               
Mandatory. 1.1.1.2.Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a)
(commencing with the fiscal year ended March 31, 2013) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a),
the Borrower shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in
an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial
statements minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(v)
or Section 10.07(l), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans,
during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due,
(2) all other voluntary prepayments of Term Loans during such fiscal year or, without duplication across periods, after year-end and prior
to when such Excess Cash Flow prepayment is due and (3) all voluntary prepayments of loans under the ABL Facility during such fiscal year
or, without duplication across periods, after year end and prior to when such Excess Cash Flow prepayment is due, to the extent the commitments
under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses
(1), (2) and (3), to the extent such prepayments are (A) funded with the Internally Generated Cash and not funded with any Cure Amounts
and, (B) not comprised
of prepayments of Term B-3 Loans on the Amendment No. 4 Effective Date and
(C) not comprised of prepayments of Term B-4 Loans on the Amendment No. 6 Effective Date.


 


(ii)       If
(1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any
property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (g), (h), (i), (l), (m) (except as set forth in the proviso
thereof and except to the extent such property is subject to a Mortgage), (n), (o), (p), (q) or (t)), or (2) any Casualty Event
occurs, which results in the realization or receipt by the Borrower or Restricted Subsidiary of Net Proceeds, the Borrower shall
cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the
Borrower or any Restricted Subsidiary of such Net Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal
amount of Term Loans in an amount equal to 100% of all such Net Proceeds received; provided that if at the time that any such
prepayment would be required, the Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt
(or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the
documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority
Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other
Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of
the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that
the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds
required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of
such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and
to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have
otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to
the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid,
the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to
prepay the Term Loans in accordance with the terms hereof.


 






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(iii)       If
the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (A) not permitted to be incurred or
issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness, the Borrower shall cause
to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior
to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.


 


(iv)       [Reserved].


 


(v)       Except
with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment
(to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment), (A) each prepayment of
Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that
(i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable
Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental
Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment
pursuant to clauses (i) through (iii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following
the date of prepayment pursuant to Section 2.07 in direct order of maturity; provided that, for the avoidance of doubt, the prepayments
of Loans occurring on the Amendment No. 1 Effective Date or the Amendment No. 3 Effective Date shall not be deemed a “prepayment”
for purposes of this clause; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares
of such prepayment.


 


(vi)       The
Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the
Borrower pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) 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
aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate
Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the
prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts,
the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i), (ii) and (iii) of this
Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the
Borrower no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative
Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory
repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative
Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be
rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined
Proceeds shall be retained by the Borrower.


 






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(vii)       Foreign
Dispositions. Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net Proceeds of
any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries
are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess
Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 but may be retained
by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United
States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable
local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted
under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will
be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved
against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower
has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess
Cash Flow would have material adverse tax cost consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or
Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii),
on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or
prepayments pursuant to this Section 2.05(b) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant
to this Section 2.05(b), the Borrower may apply an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments,
as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less
the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated
(or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).


 


(viii)       If
the Split Brands (or any portion thereof) have not been acquired by Holdings by July 31, 2012 (the “Split Brands Cutoff Date”),
the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to $45,000,000, or such lesser amount
as constitutes the ratable portion of such $45,000,000 allocable as of the date of the Acquisition Agreement to the Split Brands not purchased
based on a customary economic metric to be agreed with the Administrative Agent, on or prior to the date which is five (5) Business Days
after the Split Brands Cutoff Date (or such later date that is the last day of the next concluding Interest Period for any Loans).


 


(c)              
Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon,
together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date prior to the last day of an Interest Period therefor,
any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.


 


Notwithstanding any of the other provisions of
this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate
Loans is required to be made under this Section 2.05, prior to the last day of the Interest Period therefor, in lieu of making any
payment pursuant to this Section 2.05 in respect of any such Eurocurrency Rate Loan prior to the last day of the Interest Period
therefor, the Borrower may, in their sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to
be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the
last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or
notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this
Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be
authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the
prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. Such deposit shall be deemed to
be a prepayment of such Loans by the Borrower for all purposes under this Agreement.


 






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Section
2.06           Termination or Reduction of Commitments.


 


The
Term B Commitment of each Term Lender shall be automatically and permanently reduced
to $0 upon the funding of Term B Loans to be made by it on the Closing Date. The Term B-1 Commitment of each Additional Term B-1 Lender
shall be automatically terminated on the Amendment No. 1 Effective Date upon the borrowing of the Additional Term B-1 Loans on such date.
The Term B-2 Commitment of each Term B-2 Lender shall be automatically terminated on the Amendment No. 2 Effective Date upon the borrowing
of the Term B-2 Loans on such date. The Term B-3 Commitment of each Additional Term B-3 Lender shall be automatically terminated on the
Amendment No. 3 Effective Date upon the borrowing of the Additional Term B-3 Loans on such date. The Term B-4 Commitment of each Term
B-4 Lender shall be automatically terminated on the Amendment No. 4 Effective Date upon the borrowing of its Term B-4 Loans on such date.
The Term B-5 Commitment of each Term B-5 Lender shall be automatically terminated
on the Amendment No. 6 Effective Date upon the borrowing of its Term B-5 Loans on such date.


 


Section
2.07           Repayment of Loans.(a)
The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-45
Lenders (A) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Amendment
No. 46
Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-45
Loans outstanding on the Amendment No. 46
Effective Date (which payments shall be reduced as a result of the application of prepayments to Term B-45
Loans in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Term B-45
Loans, the aggregate principal amount of all Term B-45
Loans outstanding on such date.


 


Section
2.08           Interest.


 


(a)               
Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate, for such Interest Period plus the Applicable
Rate and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at
a rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)               
During the continuance of a Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder
at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued
and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.


 






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(c)               
 Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times
as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


Section
2.09           Fees.


 


(a)       Other
Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly
agreed between the Borrower and the applicable Agent).


 


(b)       Closing
Fees. The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation
for the funding of such Lender’s Term Loan, a closing fee (the “Closing Fee”) in an amount equal to 1.50% of
the stated principal amount of such Lender’s Term Loan made on the Closing Date. Such Closing Fee will be in all respects fully
earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and, in the case of the Term Loans, such
Closing Fee shall be netted against Term Loans made by such Lender.


 


(c)       Term
B-2 Loan Funding Fee. The Borrower agrees to pay on the Amendment No. 2 Effective Date to each Term B-2 Lender party to the Amendment
No. 2 Joinder, as fee compensation for the funding of such Lender’s Term B-2 Loan, a funding fee (the “Amendment No. 2
Funding Fee”) in an amount equal to 0.50% of the stated principal amount of such Lender’s Term B-2 Loans funded on the
Amendment No. 2 Effective Date. Such Amendment No. 2 Funding Fee will be in all respects fully earned, due and payable on the Amendment
No. 2 Effective Date and non-refundable and non-creditable thereafter and shall be netted against Term B-2 Loans made by such Term B-2
Lender.


 


(d)       Term
B-4 Loan Funding Fee. The Borrower agrees to pay on the Amendment No. 4 Effective Date to each Term B-4 Lender party to the Amendment
No. 4, as fee compensation for the funding of each such Lender’s Term B-4 Loan, a funding fee (the “Amendment No. 4 Funding
Fee”) in an amount equal to 0.25% of the stated principal amount of such Lender’s Term B-4 Loans funded on the Amendment
No. 4 Effective Date. Such Amendment No. 4 Funding Fee will be in all respects fully earned, due and payable on the Amendment No. 4 Effective
Date and non-refundable and non-creditable thereafter and shall be netted against the Term B-4 Loans made by such Term B-4 Lender.


 


(e)       Term
B-5 Loan Funding Fee. The Borrower agrees to pay on the Amendment No. 6 Effective Date to each Term B-5 Lender party to the Amendment
No. 6, as fee compensation for the funding of each such Lender’s Term B-5 Loan, a funding fee (the “Amendment No. 6 Funding
Fee”) in an amount equal to 0.50% of the stated principal amount of such Lender’s Term B-5 Loans funded on the Amendment
No. 6 Effective Date. Such Amendment No. 6 Funding Fee will be in all respects fully earned, due and payable on the Amendment No. 6 Effective
Date and non-refundable and non-creditable thereafter and shall be netted against the Term B-5 Loans made by such Term B-5 Lender.


 






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Section 2.10          Computation
of Interest and Fees.


 


All computations of interest for Base Rate Loans
(including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of three hundred and
sixty-five (365) days, or three hundred and sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees
and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


Section
2.11           Evidence of Indebtedness.


 


(a)               
The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced
by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section
5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to
the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such
matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent)
a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender
may attach schedules to its Term Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments
with respect thereto.


 


(b)               
[Reserved].


 


(c)               
Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a), and by each Lender in its account
or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable
or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts,
such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative
Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not
limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.


 


Section
2.12           Payments Generally.


 


(a)                All
payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will
promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of
such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by
the Administrative Agent after 2:00 p.m., shall in each case be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue.


 






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(b)               
If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided
that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar
month, such payment shall be made on the immediately preceding Business Day.


 


(c)               
Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by
it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required
to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment
was not in fact made to the Administrative Agent in Same Day Funds, then:


 


(i)              
if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from
and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to
the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and


 


(ii)             
if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in
Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent
to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a
rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative
Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued
and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such
Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a
demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon
for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein
shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 






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A notice of the Administrative Agent to any Lender
or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.


 


(d)               
If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions
to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


(e)               
Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.


 


(f)                
Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient
to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other
Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and
the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations
of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner
in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable
Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro
Rata Share of the Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans
or other Obligations then owing to such Lender.


 


Section
2.13           Sharing of Payments.


 


If, other than as expressly provided elsewhere
herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other
share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b)
purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender
to share the excess payment in respect of any principal or interest on such Loans or such participations, as the case may be, pro
rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the
purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by
the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the
purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share
(according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the
total amount so recovered, without further interest thereon. For avoidance of doubt, the provisions of this paragraph shall not be
construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as
in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of
payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in
each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this
Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.


 






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Section
2.14           Incremental Credit Extensions.


 


(a)               
Incremental Commitments. The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative
Agent (an “Incremental Loan Request”), request one or more new commitments which may be in the same Facility as any
outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase,
the “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders.


 


(b)               
Incremental Loans. Any Incremental Term Loans effected through the establishment of new Term Loans made on an Incremental
Facility Closing Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Incremental
Facility Closing Date on which any Incremental Commitments of any Class are effected (including through any Term Loan Increase), subject
to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Lender of such Class shall make a Loan to the
Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Commitment of such Class and (ii) each
Incremental Lender of such Class shall become a Lender hereunder with respect to the Incremental Commitment of such Class and the Incremental
Term Loans of such Class made pursuant thereto. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any
of the Term Loans and be treated as the same Class as any of such Term Loans.


 


(c)               
Incremental Loan Request. Each Incremental Loan Request from the Borrower pursuant to this Section 2.14 shall set forth
the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender
(but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to
approach any existing lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other
bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender
providing such, an “Incremental Lender”); provided that the Administrative Agent shall have consented (not to
be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans to the extent
such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Lender.


 






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(d)               
 Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments
thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each
of the following conditions:


 


(i)              
no Default or Event of Default shall exist after giving effect to such Incremental Commitments and Incremental Loans made pursuant thereto
on the Incremental Facility Closing Date;


 


(ii)             
after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all
references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to
the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified
Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate
a Permitted Acquisition;


 


(iii)            
the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro
Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period
cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as
of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been
outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith;


 


(iv)            
each Incremental Commitment shall be in an aggregate principal amount that is not less than $15,000,000 and shall be in an increment
of $1,000,000 (provided that such amount may be less than $15,000,000 if such amount represents all remaining availability under
the limit set forth in the following clause (v)); and


 


(v)             
the aggregate amount of the Incremental Term Loans incurred after the Amendment No. 46
Effective Date shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio
Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to Section 7.03(s)clause
(iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become
effective under the ABL Facility after the Amendment No. 46
Effective Date, (B) all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the ABL Facility
after the Amendment No. 46
Effective Date that are not, in each case, financed with the proceeds of any Indebtedness and (C) an additional amount of
Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the last day of the
most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined
on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from
clause (a) of the definition of “Consolidated
First Lien Net Leverage Ratio”
the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-45
Loans being incurred on the Amendment No. 46
Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant
to clause (iviii)(I)
of the definition of “Permitted
Ratio Debt”
at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when
calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility
of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to
Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (iviii)(I)
of the definition of “Permitted
Ratio Debt”
at such time shall be excluded from Consolidated First Lien Net Debt).


 






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(e)               
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Commitments of any
Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except
as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall
be reasonably satisfactory to Administrative Agent. In any event:


 


(i)              
the Incremental Term Loans:


 


(A)       shall
(x) rank pari passu in right of payment and of security with and (y) have the same Guarantees as the Term Loans,


 


(B)       shall
not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,


 


(C)       shall
have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any then-existing Term Loans,


 


(D)       
shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined
by the Borrower and the applicable Incremental Lenders, and


 


(E)       the
Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any
voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment;


 


(ii)             
[Reserved];


 






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(iii)            
the amortization schedule (subject to clause (i)(C) above) applicable to any Incremental Term Loans and the All-In Yield applicable
to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set
forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under
Incremental Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In
Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to outstanding
Term B-45 Loans
plus 50 basis points per annum unless, in each case, the Applicable Rate (together with, as provided in the proviso below, the
Eurocurrency floor or Base Rate floor) with respect to the Term B-45 Loans
is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Term B-45 Loans
to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in
All-In Yield to any existing Term B-45 Loan,
due to the application of a Eurocurrency floor or Base Rate floor higher than the Eurocurrency floor or Base Rate floor (if any)
then in effect for the Term B-45 Loans
on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency
floor or Base Rate floor applicable to such existing Term B-4 Loan5
Loan (all increases made to the Applicable Rate, the Eurocurrency floor and/or Base Rate floor made pursuant to this clause (iii),
the “MFN Adjustments”).


 


(f)                
Incremental Amendment. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant
to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed
by the Borrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without
the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be
necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section
2.14. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall
be obligated to provide any Incremental Term Loans, unless it so agrees.


 


(g)               
[Reserved].


 


(h)               
This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


Section
2.15           Refinancing Amendments.


 


(a)               
On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender,
Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which
for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form
of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment.


 


(b)               
The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions
set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of
(i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other
than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably
satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be
reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with
the benefit of the applicable Loan Documents.


 






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(c)               
 Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that
is (x) not less than $15,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.


 


(d)               
Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing
Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and
terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and
the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the
Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15,
and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.


 


Section
2.16           Extension of Term Loans.


 


(a)                Extension
of Term Loans. The Borrower may at any time and from time to time request that all or a portion of the Term Loans of a given
Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to
all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so amended, “Extended Term
Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans,
the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders
under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the
proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such
Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under
such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended
Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term
Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term
Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall
there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than four (4)
different Maturity Dates; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate
margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such
Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension
Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect
on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv)
Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no
Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity
(including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional
prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) no
Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event
shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof
be earlier than the then Latest Maturity Date of any other Term Loans hereunder, (C) the Weighted Average Life to Maturity of any
Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter (other than by
virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) than the
remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche, (D) any such Extended Term Loans (and the Liens
securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is
then in effect), (E) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (F) any
Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any
voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension Request.
Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term
Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term
Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as
an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan
Extension Series of Extended Term Loans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less
than $35,000,000.


 






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(b)               
[Reserved].


 


(c)               
Extension Request. The Borrower shall provide the applicable Term Loan Extension Request at least five (5) Business Days
prior to the date on which Lenders under the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures,
if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes
of this Section 2.16. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended
into Extended Term Loans pursuant to any Term Loan Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each,
an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche
subject to such Term Loan Extension Request amended into Extended Term Loans shall notify the Administrative Agent (each, an “Extension
Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Term Loans under the Existing
Term Loan Tranche which it has elected to request be amended into Extended Term Loans (subject to any minimum denomination requirements
imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche
in respect of which applicable Term Lenders shall have accepted the relevant Term Loan Extension Request exceeds the amount of Extended
Term Loans requested to be extended pursuant to the Term Loan Extension Request, Term Loans subject to Extension Elections shall be amended
to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate
principal amount of Term Loans included in each such Extension Election.


 


(d)                Extension
Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”)
to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan
thereunder, which shall be consistent with the provisions set forth in Section 2.16(a) above, respectively (but which shall not
require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the
date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative
Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with
those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or
change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements
and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure
that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly
notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement
and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the
extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant
thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an
Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate
principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to
reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section
2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such
other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of
Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and
the Borrower, to effect the provisions of this Section 2.16, and the Required Lenders hereby expressly authorize the Administrative
Agent to enter into any such Extension Amendment.


 






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(e)               
No conversion of Loans pursuant to any Extension in accordance with this Section 2.16 shall constitute a voluntary or mandatory
payment or prepayment for purposes of this Agreement.


 


ARTICLE
III.

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY


 


Section
3.01           Taxes.


 


(a)               
Except as provided in this Section 3.01, any and all payments made by or on account of the Borrower (the term Borrower under Article
III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor under any Loan Document shall
be made free and clear of and without deduction for any Taxes. If the Borrower, any Guarantor or other applicable withholding agent shall
be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender,
(i) if the Tax in question is an Indemnified Tax or Other Tax, the sum payable by the Borrower or applicable Guarantor shall be increased
as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this
Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been
made, (ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after
the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the
Borrower or any Guarantor is the applicable withholding agent, it shall furnish to such Agent or Lender (as the case may be) the original
or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender.


 


(b)                In
addition, the Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise, property,
intangible or mortgage recording Taxes, imposed by any Governmental Authority, which arise from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, any Loan Document excluding, in each case, any such Tax
imposed as a result of an Agent or Lender’s Assignment and Assumption, grant of a participation, transfer or assignment to or
designation of a new applicable Lending Office or other office for receiving payments under any Loan Document (collectively,
 “Assignment Taxes”) (except for Assignment Taxes resulting from an assignment, participation, etc., that is
requested or required in writing by Borrower), but only to the extent such Assignment Taxes are imposed as a result of a connection
between the assignor, assignee, participating lender or Participant (as applicable) and the jurisdiction imposing such Assignment
Taxes (other than any connection arising solely from executing, delivering, being a party to, engaging in any transaction pursuant
to, performing obligations under, receiving payments under, and/or enforcing, any Loan Document) (all such non-excluded Taxes
described in this Section 3.01(b) being hereinafter referred to as “Other Taxes”).


 






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(c)               
Without duplication of any amounts paid or to be paid pursuant to Section 3.01(a), the Borrower and each Guarantor agree to indemnify
each Agent and each Lender for (i) the full amount of Indemnified Taxes imposed on or with respect to any amounts paid by or on account
of the Borrower or any Guarantor under any Loan Document and Other Taxes payable by such Agent or such Lender and (ii) any expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the Governmental Authority.
A certificate as to the amount of such payment or liability prepared in good faith and delivered by such Agent or Lender (or by an Agent
on behalf of such Lender), accompanied by a written statement thereof setting forth in reasonable detail the basis and calculation of
such amounts shall be conclusive absent manifest error.


 


(d)               
Each Lender and Agent shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the
Borrower and the Administrative Agent with any documentation prescribed by Law or reasonably requested by the Borrower or the Administrative
Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments
to be made to such Lender under the Loan Documents. Each such Lender and Agent shall, whenever a lapse in time or change in circumstances
renders such documentation obsolete, invalid or inaccurate in any material respect, deliver promptly and on or before the date such documentation
expires, becomes obsolete, invalid or inaccurate to the Borrower and the Administrative Agent updated or other appropriate documentation
(including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and
the Administrative Agent in writing of its inability to do so. Unless the applicable withholding agent has received forms or other documents
satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding Tax or are subject
to such Tax at a rate reduced by an applicable tax treaty, the applicable withholding agent shall withhold amounts required to be withheld
by applicable Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this clause (d), a Lender
shall not be required to deliver any documentation pursuant to this clause (d) that such Lender is not legally eligible to deliver. Without
limiting the foregoing:


 


(i)              
Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative
Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal
Revenue Service Form W-9 certifying that such Lender is exempt from federal backup withholding.


 


(ii)             
Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the
Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the
request of the Borrower or the Administrative Agent) whichever of the following is applicable:


 






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(A)       two
properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or
W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States
is a party, and such other documentation as required under the Code,


 


(B)       two
properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),


 


(C)       in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate
substantially in the form of Exhibit I hereto (any such certificate a “United States Tax Compliance Certificate”)
and (B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or
W-8BEN-E (or any successor forms), or


 


(D)       to
the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Lender that has transferred its
beneficial interest to a Participant or SPC), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied
by a Form W-8ECI, W-8BEN, or W-8BEN-E
United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner,
as applicable (provided that, if the Lender is a partnership and not a participating Lender (or Lender transferring to an SPC)
and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided
by such Lender on behalf of such beneficial owner(s)).


 


(iii)              
Each Agent that is a United States person (as defined in Section 7701(a)(30)) of the Code) shall deliver to the Borrower and the Administrative
Agent two properly completed and duly signed original copies of Internal Revenue Service Form W-9 with respect to fees received on
its own behalf, certifying that such Agent is exempt from U.S. federal backup withholding. Each Agent that is not a United States person
(as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent two properly completed and
duly signed original copies of Internal Revenue Service Form W-8ECI with respect to fees received on its own behalf.


 


(iv)              
Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and
any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01(d).


 


(e)                If
a payment made to any Person under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such
Person were to fail to comply with the applicable reporting requirements of FATCA, such Person shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by Laws and at such time or times reasonably requested by the Borrower or the
Administrative Agent such documentation prescribed by applicable Laws and such additional documentation reasonably requested by the
Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA, to determine whether such Person has or has not complied with such Person’s obligations under FATCA
and, if necessary, to determine the amount to deduct and withhold from such payment.


 






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(f)                
Any Lender or Agent claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to mitigate
or reduce the additional amounts payable, which reasonable efforts may include a change in the jurisdiction of its Lending Office (or
any other measures reasonably requested by the Borrower) if such a change or other measures would reduce any such additional amounts (or
any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost
or expense or be otherwise disadvantageous to such Lender.


 


(g)               
If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or
Other Taxes as to which indemnification or additional amounts have been paid to it by a Loan Party pursuant to this Section 3.01, it shall
promptly remit such refund to such Loan Party (but only to the extent of indemnification or additional amounts paid by the Loan Party
under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
(including any Taxes) of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing
authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan
Parties, upon the request of the Lender or Agent, as the case may be, agree promptly to return such refund (plus any penalties, interest
or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the
relevant taxing authority. This Section shall not be construed to require any Agent or any Lender to make available its tax returns (or
any other information relating to Taxes that it deems confidential) to the Borrower or any other person.


 


Section
3.02           Illegality.


 


If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make,
maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof
by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans
or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon
demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency
Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted
and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise
be materially disadvantageous to such Lender.


 






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Section 3.03          Inability
to Determine Rates.


 


If the Required Lenders determine
that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest
Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar
deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and
the Interest Period of such Eurocurrency Rate Loan, the


 


Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document”
for purposes of this Section 3.03):


 


(a)               
Replacing the Eurocurrency Rate. On March 5, 2021 the Financial Conduct Authority
(“FCA”), the regulatory supervisor of the Eurocurrency Rate’s administrator (“IBA”), announced
in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month
the Eurocurrency Rate tenor settings. On the earlier of (i) the date that all Available Tenors of the Eurocurrency Rate have either permanently
or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information
to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurocurrency Rate, the Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark
on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or
any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.


 


(b)               
Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event,
the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of
any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement
is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely
ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark
pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality
that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a
borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such
Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark,
and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base
Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used
in any determination of Base Rate.


 


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


 






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(d)               
Notices; Standards for Decisions and Determinations. The
Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation
of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request, if applicable,
into a request for a Borrowing of Base Rate Loans in the amount specified thereinnotify
the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement
Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender
(or group of Lenders) pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except,
in each case, as expressly required pursuant to this Section 3.03.


 


(e)               
Unavailability of Tenor of Benchmark. At any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Eurocurrency
Rate), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including
Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including
Benchmark Replacement) settings.


 


Section
3.04           Increased Cost and Reduced Return; Capital Adequacy; Eurocurrency
Rate Loan Reserves.


 


(a)                If
any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in
each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such
Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased
costs or reduction in amount resulting from (i)(x) any Indemnified Taxes or Other Taxes indemnified pursuant to Section 3.01, (y)
any Taxes excluded from the definition of Indemnified Taxes (other than Taxes excluded under clause (ii) thereof) or Other Taxes or
(z) any Taxes that are not imposed on or in respect of its loans, loan principal, interest or other payments, letters of credit,
commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (ii) reserve
requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining the Eurocurrency Rate Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of
any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting
forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with
Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost
or reduction. Notwithstanding anything herein to the contrary, for all purposes under this Agreement (including Section 3.04(b)),
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in Law, regardless of the date enacted,
adopted or issued.


 






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(b)               
If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation
thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing
the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations
hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital),
then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate
of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.


 


(c)               
The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable
Eurocurrency Rate Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined
by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender
shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory
authority imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency Rate Loans of the Borrower, such
additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to
the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such
Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative
Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant
Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.


 


(d)               
Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of
such Lender’s right to demand such compensation.


 


(e)               
If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially
reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such
efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material
economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 3.04(e) shall affect or
postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).


 


Section
3.05           Funding Losses.


 


Upon written demand of any Lender (with a copy to
the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it
as a result of:


 









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(a)       any
continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrower on a day other than the last day of the
Interest Period for such Loan; or


 


(b)       any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Borrower;


 


including any loss or expense (excluding loss of anticipated profits)
arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits
from which such funds were obtained.


 


Section
3.06           Matters Applicable to All Requests for Compensation.


 


(a)           
Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth
the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining
such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.


 


(b)            With
respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate
such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower
of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then
such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation
by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the
obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable,
to convert Base Rate Loans into Eurocurrency Rate Loan, until the event or condition giving rise to such request ceases to be in effect
(in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right
of such Lender to receive the compensation so requested.


 


(c)             If
the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans
shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically
converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s)
for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required
by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04
hereof that gave rise to such conversion no longer exist:


 


(i)              
to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that
would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans;
and


 


(ii)             
all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans
shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be
converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.


 






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(d)               
If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section
3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section
3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate
Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be
automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to
the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility
and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective
Commitments for the applicable Facility.


 


Section
3.07           Replacement of Lenders under Certain Circumstances.


 


(a)               
If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or
3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any
condition described in Section 3.02 or Section 3.04 or (ii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten
(10) Business Days’ (or such shorter amount of time as is reasonably acceptable to the Administrative Agent) prior written notice
to the Administrative Agent and such Lender (provided that it is understood that the Administrative Agent shall have authority
to waive the requirement of such prior written notice), (x) replace such Lender by causing such Lender to (and such Lender shall be obligated
to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations
under this Agreement (in respect of any applicable Facility only in the case of clause (i) or, with respect to a Class vote, clause (ii))
to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the
Borrower to find a replacement Lender or other such Person; and provided, further, that (A) in the case of any such assignment
resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will
result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting
Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to
cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment of such Lender
and repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such
termination date; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient
(together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents
and such termination shall be in respect of any applicable facility only in the case of clause (i) or, with respect to a Class vote, clause
(ii).


 






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(b)                Any
Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption (or such other
documentation with respect to such assignment as is reasonably acceptable to the Administrative Agent (the “Other
Non-Consenting Lender Assignment Documentation”) with respect to such Lender’s applicable Commitment and outstanding
Loans (and the Administrative Agent hereby agrees that Amendment No. 5 (executed by all parties thereto) itself constitutes Other
Non-Consenting Lender Assignment Documentation acceptable to the Administrative Agent with respect to the assignment of any
Non-Consenting Term B-4 Loans to the New Term B-4 Lender) and (ii) deliver any Term Notes evidencing such Loans to the Borrower or
Administrative Agent. Upon (x) the payment in full by the Borrower or the assignee Lender of all obligations of the Borrower owing
to the assigning Lender (including without limitation any accrued and unpaid interest) relating to the Loans, Commitments and
participations so assigned (the amount referred to in this clause (x), as to any assigning Lender, constitutes the
 “Purchase Price” with respect to such assigning Lender), (y) the execution by the Borrower and the assignee
Lender of the Assignment and Assumption or Other Non-Consenting Lender Assignment Documentation relating to such assignment by the
assigning Lender in question to the assignee Lender in question, whether or not the assigning Lender shall have executed such
Assignment and Assumption or Other Non-Consenting Lender Assignment Documentation, and (z) if so requested by the assignee Lender,
delivery to the assignee Lender of the appropriate Term Note or Term Notes executed by the Borrower, the assignee Lender shall
become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans,
Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to
such assigning Lender.


 


(c)               
[Reserved].


 


(d)               
In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver
of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires
the agreement of each affected Lender or each Lender of a Class in accordance with the terms of Section 10.01 or all the Lenders with
respect to a certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all
affected Lenders of a certain Class, the Required Class Lenders) have agreed to such consent, waiver or amendment, then any Lender who
does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”


 


Section
3.08           Survival.


 


All of the Loan Parties’ obligations under
this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.


 


ARTICLE
IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


Section
4.01           Conditions to Initial Credit Extension.


 


The obligation of each Lender to make a Credit Extension
hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the
Borrower and the Administrative Agent:


 


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


 


(i)       a
Committed Loan Notice in accordance with the requirements hereof;


 









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(ii)       executed
counterparts of this Agreement;


 


(iii)       a
Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least two (2) Business Days in advance of
the Closing Date;


 


(iv)       each
Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated
on such schedule, duly executed by each Loan Party thereto, together with:


 


(A)       certificates,
if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing
the Pledged Debt indorsed in blank; and


 


(B)       evidence
that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably
necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably
satisfactory to the Administrative Agent;


 


(v)       such
certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization
of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers
of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party or is to be a party on the Closing Date;


 


(vi)       an
opinion from Kirkland & Ellis LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit N;


 


(vii)       [reserved];


 


(viii)       a
solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower
(after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2;


 


(ix)       certified
copies of the Acquisition Agreement and schedules thereto, duly executed by the parties thereto, together with all material agreements,
instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including
certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date and that
the condition specified in clause (c) below has been satisfied; and


 





(x)       copies
of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties;


 






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provided,
however, that, each of the requirements set forth in clause (iv) above, including the delivery of documents and instruments necessary
to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent
that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by
the delivery of stock certificates of the Borrower and its wholly owned Material Domestic Subsidiaries other than any Unrestricted Subsidiaries)
shall not constitute conditions precedent to any Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable
efforts to provide such items on or prior to the Closing Date or without undue burden or expense if the Borrower agrees to deliver, or
cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required
to perfect such security interests within ninety (90) days after the Closing Date (subject to extensions approved by the Administrative
Agent in its reasonable discretion).


 


(b)       All
fees and expenses required to be paid hereunder and invoiced at least three (3) Business Days before the Closing Date (except as otherwise
reasonably agreed to by the Borrower) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees
pursuant to the Fee Letter.


 


(c)       Prior
to or substantially simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in
all material respects in accordance with the terms of the Acquisition Agreement as in effect on December 20, 2011 (without giving effect
to any amendments, consents or waivers by Holdings that are material and adverse to the Lenders or the Arrangers (as reasonably determined
by the Arrangers) without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it
being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not material and adverse to
the interests of the Lenders or the Arrangers, but shall reduce the commitments in respect of the Term Loans and the unsecured bridge
loans (if any) (or Senior Notes) to be incurred or issued on the Closing Date, ratably and (b) any amendment to the definition of “Material
Adverse Change” or “Material Adverse Effect” in such Acquisition Agreement is material and adverse to the interests
of the Lenders and the Arrangers)) and (ii) the Refinancing shall have been consummated.


 


(d)       No
Material Adverse Change (as defined in the Acquisition Agreement as in effect on December 20, 2011) shall have occurred which is not capable
of remedy prior to the Closing Date.


 


(e)       The
Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality,”
 “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of
the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier
date, they shall be true and correct in all material respects as of such earlier date.


 






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(f)       The
Arrangers shall have received the Company Annual Financial Statements, the Company Quarterly Financial Statements, the Acquired Business
Annual Financial Statements and the Acquired Business Unaudited Financial Statements.


 


(g)       The
Arrangers shall have received the Pro Forma Financial Statements.


 


(h)       The
Administrative Agent and each Arranger shall have received all documentation and other information about the Borrower and the Guarantors
as has been reasonably requested in writing at least 15 days prior to the Closing Date by the Administrative Agent or such Arranger that
it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including without limitation the USA Patriot Act.


 


(i)       The
representations and warranties made by the Seller in the Acquisition Agreement that are material to the interests of the Lenders shall
be true and correct, but only to the extent that Holdings or the Borrower has the right to terminate its obligations under the Acquisition
Agreement as a result of a breach of such representations and warranties.


 


Without limiting the generality of the provisions
of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed
this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


Section
4.02           Conditions to All Credit Extensions after the Closing Date.


 


The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of
Eurocurrency Rate Loans) is subject to the following conditions precedent:


 


(i)       The
representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in
all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in
all material respects as of such earlier date; 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.


 









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(ii)       No
Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.


 


(iii)       The
Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


 


Each Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Borrower
after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii)
have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V.

REPRESENTATIONS AND WARRANTIES


 


Holdings, the Borrower and each of the Subsidiary
Guarantors party hereto represent and warrant to the Agents and the Lenders at the time of each Credit Extension (to the extent required
to be true and correct for such Credit Extension pursuant to Article IV) that:


 


Section
5.01           Existence, Qualification and Power; Compliance with Laws.


 


Each Loan Party and each Restricted Subsidiary (a)
is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or
organization to the extent such concept exists in such jurisdiction, (b) has all requisite power and authority to (i) own or lease its
assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations
under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance
with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to
operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrower),
(b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.


 


Section
5.02           Authorization; No Contravention.


 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions,
(a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of
any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation
of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation
to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any
material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property
is subject; or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of
Liens) referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could
not reasonably be expected to have a Material Adverse Effect.


 






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Section
5.03           Governmental Authorization; Other Consents.


 


No material approval, consent, exemption, authorization,
or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, the
grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, the perfection or maintenance of the Liens created
under the Collateral Documents (including the priority thereof) or the exercise by the Administrative Agent or any Lender of its rights
under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and
registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals,
consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full
force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral
and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure
of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.


 


Section
5.04           Binding Effect.


 


This Agreement and each other Loan Document has been
duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a legal,
valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms,
except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the need for filings
and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties
and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries.


 


Section
5.05           Financial Statements; No Material Adverse Effect.


 


(a)               
The Company Annual Financial Statements and the Company Quarterly Financial Statements fairly present in all material respects
the financial condition of Holdings and its Subsidiaries as of the dates thereof and their results of operations for the period covered
thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein
and (B) subject, in the case of the Company Quarterly Financial Statements, to changes resulting from normal year-end adjustments and
the absence of footnotes.


 


(b)                The
Acquired Business Annual Financial Statements and the Acquired Business Unaudited Financial Statements fairly present in all
material respects the financial condition of the Acquired Business as of the dates thereof and its results of operations for the
period covered thereby in accordance with IFRS consistently applied throughout the periods covered thereby, (A) except as otherwise
expressly noted therein and (B) subject, in the case of the Acquired Business Unaudited Financial Statements, to changes resulting
from normal year-end adjustments and the absence of footnotes.


 






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(c)               
The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the twelve-month
period ending on the last day of the most recently completed four-fiscal quarter period ended at least forty-five (45) days (or ninety
(90) days if such four-fiscal quarter period is the end of Holdings’ fiscal year) prior to the Closing Date, prepared after giving
effect to the Transactions as if the Transactions had occurred as of such date (including the notes thereto) (the “Pro Forma
Balance Sheet”) and the unaudited pro forma consolidated statement of income of Holdings and its Subsidiaries for the
12 -month period ended at least forty-five (45) days (or ninety (90) days if such four-fiscal quarter period is the end of the Borrower’s
fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning
of such period (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have
heretofore been furnished to the Administrative Agent, have been prepared based on the Company Annual Financial Statements, the Company
Quarterly Financial Statements, the Acquired Business Annual Financial Statements and the Acquired Business Unaudited Financial Statements
and have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and
present fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its Subsidiaries
as at September 30, 2011 and their estimated results of operations for the period covered thereby.


 


(d)               
The forecasts of consolidated balance sheets, income statements and cash flow statements of Holdings and its Subsidiaries for each
fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the
Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith
on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood
that projections as to future events are not to be viewed as facts and actual results may vary materially from such forecasts.


 


(e)               
Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.


 


(f)                
There are no material liabilities that are not disclosed in the Company Annual Financial Statements, the Company Quarterly Financial
Statements, the Acquired Business Annual Financial Statements, the Acquired Business Unaudited Financial Statements or any other financial
statements delivered pursuant to Section 6.01(a) or (b).


 


Section
5.06           Litigation.


 


Except as set forth in Section 5.06 of the Confidential
Disclosure Letter, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings or the Borrower,
threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings, the Borrower or
any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


 






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Section 5.07          Ownership
of Property; Liens.


 


Holdings, the Borrower and each of its Restricted
Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real
Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth in Section 5.07 of the Confidential
Disclosure Letter and except for minor defects in title that do not materially interfere with its ability to conduct its business or to
utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
5.08           Environmental Matters.


 


Except as specifically disclosed in Section 5.08(a)
of the Confidential Disclosure Letter or except as could not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect:


 


(a)       Each
Loan Party and its respective properties and operations are and have been in material compliance with all Environmental Laws, which includes
obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business of the
Loan Parties;


 


(b)       the
Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental
Laws and none of the Loan Parties nor any of the Real Property is the subject of any claims, investigations, liens, demands, or judicial,
administrative or arbitral proceedings pending or, to the knowledge of the Borrower, threatened in writing, under any Environmental Law
or to revoke or modify any Environmental Permit held by any of the Loan Parties;


 


(c)       there
has been no Release of Hazardous Materials on, at, under or from any Real Property or facilities owned, operated or leased by any of the
Loan Parties, or, to the knowledge of the Borrower, Real Property formerly owned, operated or leased by any Loan Party or arising out
of the conduct of the Loan Parties that could reasonably be expected to require investigation, remedial activity or corrective action
or cleanup or could reasonably be expected to result in the Borrower incurring liability under Environmental Laws; and


 


(d)       there
are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or Real Property or facilities
owned, operated or leased by any of the Loan Parties or the knowledge of the Borrower, Real Property or facilities formerly owned, operated
or leased by the Loan Parties that could reasonably be expected to result in the Borrower incurring liability under Environmental Laws.


 






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Section 5.09          Taxes.


 


Except as would not, either individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have timely
filed all Tax returns required to be filed, and have paid all Taxes levied or imposed upon them or their properties, income, profits or
assets, that are due and payable (including in their capacity as a withholding agent), except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There
is no proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties that, if made would, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


Section
5.10           ERISA Compliance.


 


(a)               
Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each
Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.


 


(b)               
(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party, Restricted Subsidiary nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due under Section 4007 of ERISA); (iii) neither any Loan Party, Restricted Subsidiary nor any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither any Loan Party,
Restricted Subsidiary nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA;
except, with respect to each of the foregoing clauses (i) through (iv)
of this Section 5.10(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


Section
5.11           Subsidiaries; Equity Interests.


 


As of the Closing Date (after giving effect to the
Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in Section 5.11 of the Confidential
Disclosure Letter, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material
Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party)
in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents or under the
ABL Facility Documentation (which Liens shall be subject to the ABL Intercreditor Agreement) and (ii) any Lien that is permitted under
Section 7.01. As of the Closing Date, Schedules 1(a) and 5(a) to the Perfection Certificate (a) set forth the name and jurisdiction of
each Domestic Subsidiary that is a Loan Party, (b) set forth the ownership interest of the Borrower and any other Subsidiary thereof in
each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests
of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.


 






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Section 5.12          
Margin Regulations; Investment Company Act.


 


(a)               
No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or
carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or
drawings under any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors of the United States
Federal Reserve System.


 


(b)               
None of the Borrower, any Person Controlling the Borrower, or any of their Restricted Subsidiaries is or is required to be registered
as an “investment company” under the Investment Company Act of 1940.


 


Section
5.13           Disclosure.


 


No report, financial statement, certificate or other
written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial
information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated
hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information
so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the
statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With
respect to projected financial information and pro forma financial information, Holdings and the Borrower represent that such information
was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such
projections may vary from actual results and that such variances may be material.


 


Section
5.14           Labor Matters.


 


Except as, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against the Borrower or any of its Restricted
Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of the Borrower
or any of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing
with such matters; and (c) all payments due from each of the Loan Parties or any of the Restricted Subsidiaries on account of employee
health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.


 






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Section 5.15          
Intellectual Property; Licenses, Etc. Each of the Loan Parties and the Restricted Subsidiaries own, license or possess the right
to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how
database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably
necessary for the operation of their respective businesses as currently conducted, and, such IP Rights do not conflict with the rights
of any Person, except to the extent the absence of such IP Rights and such conflicts, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Borrower, no IP Rights used by any
Loan Party or any of the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon
any rights held by any Person, except for such infringements, individually or in the aggregate, which could not reasonably be expected
to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights owned by any Loan Party or any of the Restricted
Subsidiaries, is pending or, to the knowledge of Holdings and the Borrower, threatened against any Loan Party or any of the Restricted
Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


All registrations listed in Schedule 12(a) or 12(b)
to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent the failure of such registrations
to be valid and in full force and effect could not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.


 


Section
5.16           Solvency.


 


On the Closing Date, after giving effect to the Transactions,
the Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent.


 


Section
5.17           Subordination of Junior Financing.


 


The Obligations are “Senior Debt,” “Senior
Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and
as defined in, any Junior Financing Documentation that is subordinated in right of payment to the Obligations.


 


Section
5.18           USA Patriot Act.


 


(a)               
To the extent applicable, each of Holdings and its Subsidiaries is in compliance, in all material respects, with (i) the Trading
with the Enemy Act, as amended, 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 and (ii) the USA Patriot Act.


 


(b)               
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.


 






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(c)               
 None of Holdings any of its Subsidiaries or, to the knowledge of the Borrower or Holdings, any director, officer, employee or
agent of Holdings or any of its Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the
subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control,
the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”)
or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. None of Holdings
or any of its Subsidiaries will use, to their knowledge, any of the proceeds of any of the Loans in violation of any Sanctions.


 


Section
5.19           Security Documents.


 


Except as otherwise contemplated hereby or under
any other Loan Documents, the provisions of the Collateral Documents, together with such filings and other actions required to be taken
hereby or by the applicable Collateral Documents (including the delivery to Administrative Agent of any Pledged Debt and any Pledged Equity
required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent
for the benefit of the Secured Parties, except as otherwise provided hereunder, including subject to Liens permitted by Section 7.01,
a legal, valid, enforceable and perfected first priority (other than with respect to the ABL Priority Collateral (as to which the Lien
hereon shall be junior to the extent set forth in the ABL Intercreditor Agreement)) Lien on all right, title and interest of the respective
Loan Parties in the Collateral described therein.


 


Notwithstanding anything herein (including this Section
5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty
as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other
than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign
Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect
thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority
or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not
required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13 or
4.01(a)(iv), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability
of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(iv).


 






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ARTICLE
VI.

AFFIRMATIVE COVENANTS


 


So long as any Lender shall have any Commitment hereunder,
any Loan or other Obligation (other than obligations under Term Loan Secured Hedge Agreements) hereunder which is accrued and payable
shall remain unpaid or unsatisfied, then from and after the Closing Date, Holdings and the Borrower shall, and shall (except in the case
of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries to:


 


Section 6.01          
Financial Statements.


 


(a)               
Deliver to the Administrative Agent for prompt further distribution to each Lender, not later than the earlier of (x) ninety (90)
days after the end of each fiscal year of the Borrower (beginning with the fiscal year ending March 31, 2012) and (y) the day on which
Holdings’ Annual Report on Form 10-K is required to be filed with the SEC for such fiscal year, a consolidated balance sheet of
Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’
equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP
or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit;


 


(b)               
Deliver to the Administrative Agent for prompt further distribution to each Lender, not later than the earlier of (x) forty-five
(45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the fiscal
quarter ended December 31, 2011) and (y) the day on which Holdings’ Quarterly Report on Form 10-Q is required to be filed with the
SEC for the applicable fiscal quarter, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter
and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then
ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth
in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion
of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Borrower as fairly presenting in all material
respects the financial condition, results of operations, stockholders’ equity and cash flows of Borrower and its Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;


 


(c)               
Deliver to the Administrative Agent for prompt further distribution to each Lender, within ninety (90) days after the end of each
fiscal year of Borrower, a detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated
balance sheet of Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected
cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”),
which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been
prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of
preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be
material; and


 


(d)               
Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b)
above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries
(if any) (which may be in footnote form only) from such consolidated financial statements.


 






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Notwithstanding the
foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of
the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower (or any direct or
indirect parent of the Borrower) or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or
10-Q, as applicable, filed with the SEC; provided that, with respect to clauses (A) and (B), (i) to the extent such
information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in
reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the
information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent
such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report
and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of
such audit.


 


Any financial statement required to be delivered
pursuant to Section 6.01(a) or (b) shall not be required to include purchase accounting adjustments relating to the Transactions to the
extent it is not practicable to include them.


 


Documents required to be delivered pursuant to Section
6.01 and Sections 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website
on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s
behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether
a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) upon written request by
the Administrative Agent, the Borrower 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 (y) the Borrower shall
notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a)
to the Administrative Agent (which may be electronic copies delivered via electronic mail). 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.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders
(each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in
investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so
long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private
offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that
portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed
to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any
material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for
purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked
 “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side
Information”; and (z) the Administrative Agent and the Arranger shall treat any Borrower Materials that are not marked
 “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side
Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials
 “PUBLIC.”


 






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Section
6.02           Certificates; Other Information.


 


Deliver to the Administrative Agent for prompt further
distribution to each Lender:


 


(a)       no
later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance
Certificate signed by a Responsible Officer of Holdings;


 


(b)       promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings,
the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other
than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered),
exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required
to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02;


 


(c)       promptly
after the furnishing thereof, copies of any material notices received by any Loan Party (other than in the ordinary course of business)
or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer
rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the ABL Facility Documentation, the 20212028
Notes Indenture or the 20242031
Notes Indenture and, in each case, any Permitted Refinancing thereof in each case in a principal amount in excess of the Threshold Amount
and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;


 






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(d)       together
with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only,
a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party
and the location of the chief executive office of each Loan Party of the Perfection Certificate or confirming that there has been no change
in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance
during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii)
a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as
of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity or status as a
Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since the Closing Date or the most recent list provided); and


 


(e)       promptly,
such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective
Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative
Agent may from time to time reasonably request.


 


Section
6.03           Notices.


 


Promptly after a Responsible Officer of the Borrower
or any Subsidiary Guarantor has obtained knowledge thereof, notify the Administrative Agent:


 


(a)       of
the occurrence of any Default;


 


(b)       of
the occurrence of an ERISA Event which could reasonably be expected to result in a Material Adverse Effect; and


 


(c)       of
the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or
proceeding, whether at law or in equity by or before any Governmental Authority against the Borrower or any of its Restricted Subsidiaries
that could reasonably be expected to result in a Material Adverse Effect.


 


Each notice pursuant to this Section 6.03 shall be
accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section
6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower
has taken and proposes to take with respect thereto.


 


Section
6.04           Payment of Taxes.


 


Pay, discharge or
otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and
liabilities in respect of Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case,
to the extent (a) any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have
been established in accordance with GAAP or (b) the failure to pay or discharge the same would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 






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Section
6.05           Preservation of Existence, Etc.(a)


 


(a)               Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization,
and


 


(b)               take
all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction),
permits, licenses and franchises necessary or desirable in the normal conduct of its business,


 


except, in the case of (a) (other than with respect to Holdings and
the Borrower) or (b), to the extent (i) that failure to do so could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect or (ii) pursuant to any merger, consolidation, liquidation, dissolution or Disposition permitted by Article
VII.


 


Section
6.06           Maintenance of Properties.


 


Except if the failure to do so could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect all of its material properties
and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted
and fire, casualty or condemnation excepted.


 


Section
6.07           Maintenance of Insurance.


 


Maintain with insurance
companies that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time
the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of the
kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after
giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar
businesses as Holdings, the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such
other Persons. Each such policy of insurance shall as appropriate (i) name the Administrative Agent, on behalf of the Lenders, as an
additional insured thereunder as its interest may appear or (ii) in the case of each casualty insurance policy, contain a loss
payable clause or endorsement that names the Administrative Agent, on behalf of the Lenders, as loss payee thereunder. If the
improvements on any Mortgaged Property are 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), then, to the extent required by
applicable Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to, (i) maintain, or cause to be maintained,
with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and
otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii)
deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative
Agent.


 






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Section
6.08           Compliance with Laws.


 


Comply in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply
therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
6.09           Books and Records.


 


Maintain proper books of record and account, in which
entries that are full, true and correct in all material respects and are in conformity with GAAP and which reflect all material financial
transactions and matters involving the assets and business of Holdings, the Borrower or a Restricted Subsidiary, as the case may be (it
being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted
accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations,
warranties or covenants hereunder).


 


Section
6.10           Inspection Rights.


 


Permit representatives and
independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with
its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all
at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Borrower; provided that only the Administrative Agent on behalf of the Lenders
may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise
such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense;
provided, further, that during the continuation of an Event of Default, the Administrative Agent (or any of its respective
representatives or independent contractors), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at
any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity
to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary
in this Section 6.10, none of the Borrower or any of the Restricted 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 (a) constitutes non-financial
trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender
(or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client
or similar privilege or constitutes attorney work product.


 






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Section
6.11           Additional Collateral; Additional Guarantors.


 


At the Borrower’s expense, subject to the provisions
of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably
requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:


 


(a)       Upon
the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (in each case, other than an Excluded
Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Material
Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or any Subsidiary becoming a wholly owned
Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary):


 


(i)       within
60 days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its
discretion:


 


(A)       cause
each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to
duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, joinders to this Agreement as Guarantors,
Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements
and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with
the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date),
in each case granting Liens required by the Collateral and Guarantee Requirement;


 


(B)       cause
each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and
the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to
the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral
and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;


 






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(C)       take
and cause such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee
Requirement and each direct or indirect parent of such Material Domestic Subsidiary to take whatever action (including the recording
of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary
in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the
Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement,
and to otherwise comply with the requirements of the Collateral and Guarantee Requirement;


 


(ii)       if
reasonably requested by the Administrative Agent, within forty-five (45) days after such request (or such longer period as the Administrative
Agent may agree in writing in its discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative
Agent and the Lenders, of counsel for the Loan Parties to the Administrative Agent as to such matters set forth in this Section 6.11(a)
as the Administrative Agent may reasonably request;


 


(iii)       as
promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each
Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the
possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative
Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person
other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such
consent, such consent cannot be obtained; and


 


(iv)       if
reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative
Agent may agree in writing in its discretion), deliver to the Administrative Agent any other items necessary from time to time to satisfy
the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any
Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the
preceding clauses (i), (ii) or (iii) or clause (b) below.


 


(b)       Not
later than one hundred twenty (120) days after the acquisition by any Loan Party of Material Real Property as determined by the
Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its
discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would
not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a
Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan
Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record
such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee
Requirement and to otherwise comply with the requirements of the definition of “Collateral and Guarantee
Requirement”.


 






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Section
6.12           Compliance with Environmental Laws.


 


Except, in each case, to the extent that the failure
to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable
actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws
and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to
the extent the Loan Parties are required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary
to address Hazardous Materials at any property or facility in accordance with applicable Environmental Laws.


 


Section
6.13           Further Assurances.


 


Promptly upon reasonable request by the Administrative
Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral
Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative
Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the
extent required pursuant to the Collateral and Guarantee Requirement. If the Administrative Agent reasonably determines that it is required
by applicable Law to have appraisals prepared in respect of any Mortgaged Property, the Borrower shall provide to the Administrative Agent
appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA. The Borrower shall promptly
notify the Administrative Agent upon the purchase of the Split Brands or the termination of Holdings’ obligation to purchase the
Split Brands. To the extent that the Split Brands are purchased prior to the Split Brands Cutoff Date: (i) either (x) such purchase must
be made by the Borrower or a Subsidiary Guarantor, or (y) upon the purchase of the Split Brands by Holdings, Holdings shall contribute
the Split Brands to the Borrower or a Subsidiary Guarantor and (ii) the Borrower shall take all such actions required by Section 6.11
to create and perfect the security interest in the Split Brands and comply with the Collateral and Guarantee Requirement. Holdings shall
take all actions necessary to consummate the BSPA Assignment.


 






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Section
6.14           Designation of Subsidiaries.


 


The Borrower may at any
time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted
Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have
occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that
is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after
giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in
Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the
first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the
effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in
reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted
Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the ABL Facility, the 20212028 Notes, 2024the
2031 Notes or any Junior Financing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it
was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the
Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market
value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as applicable) Investment
therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time
of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment
by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as
determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Subsidiary’s (as
applicable) Investment in such Subsidiary. No
Loan Party or Restricted Subsidiary shall sell, contribute, transfer, assign or dispose of, or grant an exclusive license of,
Material Intellectual Property to an Unrestricted Subsidiary and no Subsidiary of the Borrower may be designated as an Unrestricted
Subsidiary if such Subsidiary owns or holds any rights in any Material Intellectual Property.


 


Section
6.15           Maintenance of Ratings.


 


Use
commercially reasonable efforts to maintain (i) a public corporate credit rating (but not any specific rating) from S&P and a public
corporate family rating (but not any specific rating) from Moody’s, in each case in respect of the Borrower, and (ii) a public rating
(but not any specific rating) in respect of the Term B-45
Loans from each of S&P and Moody’s.


 


ARTICLE
VII.

NEGATIVE COVENANTS


 


So long as any Lender shall have any Commitment hereunder,
any Loan or other Obligation hereunder (other than (i) contingent indemnification obligations as to which no claim has been asserted and
(ii) obligations under Term Loan Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, then from
and after the Closing Date, Holdings and the Borrower (and, with respect to Section 7.14 only, Holdings) shall not and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly:


 


Section
7.01           Liens.


 


Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)       Liens
created pursuant to any Loan Document;


 









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(b)       Liens
existing on the Amendment No. 46
Effective Date and listed in Schedule 7.01 to Amendment No. 46
and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to
any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien
or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension
or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section
7.03;


 


(c)       Liens
for taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days or that are being contested
in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person
in accordance with GAAP;


 


(d)       statutory
or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or
other like Liens, so long as, in each case, such Liens secure amounts not overdue for a period of more than thirty (30) days or if more
than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good
faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance
with GAAP;


 


(e)       (i)
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification
obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries;


 


(f)       deposits
to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory
obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure
health, safety and environmental obligations) incurred in the ordinary course of business;


 


(g)       easements,
rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title
defects affecting Real Property that do not in the aggregate materially interfere with the ordinary conduct of the business of the Borrower
or any of its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged
Properties;


 


(h)       Liens
securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(h);


 






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(i)       leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business which (i) do not interfere in any material respect
with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness or (iii) are
permitted by Section 7.05;


 


(j)       Liens
(i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account
of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;


 


(k)       Liens
(i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (ii) attaching
to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of
a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits
or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary
in the banking industry or arising pursuant to such banking institutions general terms and conditions;


 


(l)       Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i)
and (n) or, to the extent related to any of the foregoing, Section 7.02(r) to be applied against the purchase price for such Investment,
and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to
the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;


 


(m)       Liens
(i) in favor of the Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness
permitted under Section 7.03(b), (d) and (u) and (ii) in favor of the Borrower or any Subsidiary Guarantor;


 


(n)       any
interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the
Borrower or any of its Restricted Subsidiaries in the ordinary course of business;


 


(o)       Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or
any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;


 


(p)       Liens
deemed to exist in connection with Investments in repurchase agreements under Section 7.02;


 






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


 


(r)       Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or other
deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or
sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred
in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other
agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;


 


(s)       Liens
solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of
intent or purchase agreement permitted hereunder;


 


(t)       ground
leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;


 


(u)       Liens
to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition,
construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property
(except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds
and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend
to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized
Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment
provided by one lender may be cross-collateralized to other financings of equipment provided by such lender;


 


(v)       Liens
on property of any Subsidiary that is not a Loan Party, which Liens secure Indebtedness of any of Holdings, the Borrower or any Subsidiary
permitted under Section 7.03;


 


(w)       Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a
Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the
Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i)
such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does
not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired
property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and
other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property,
it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have
applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(g);


 






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(x)       (i)
zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business
complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use
of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries,
taken as a whole;


 


(y)       Liens
arising from precautionary Uniform Commercial Code financing statement or similar filings;


 


(z)       Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(aa)the modification, replacement,
renewal or extension of any Lien permitted by clauses (b), (u) and (w) of this Section 7.01; provided that (i) the Lien does not
extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by
such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited
by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);


 


(bb)Liens
with respect to property or assets of the Borrower or any of its Restricted Subsidiaries securing obligations in an aggregate principal
amount outstanding at any time not to exceed the greater of $50,000,000 and 1.50% of Total Assets75,000,000
and 20.0% of Consolidated EBITDA for the most recently ended Test Period, in each case determined as of the date of incurrence;


 


(cc)Liens to secure Indebtedness
permitted under Section 7.03(s) to the extent such Liens are subject to (i) the ABL Intercreditor Agreement and a First Lien Intercreditor
Agreement if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies)
with the Obligations, or (ii) the ABL Intercreditor Agreement and a Junior Lien Intercreditor Agreement if such Indebtedness is secured
by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations;


 


(dd)Liens on the Collateral
securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt and any
Permitted Refinancing of any of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing in respect
of Permitted First Priority Refinancing Debt are subject to the ABL Intercreditor Agreement and the First Lien Intercreditor
Agreement and (y) any such Liens securing any Permitted Refinancing in respect of Permitted Junior Priority Refinancing Debt are
subject to the ABL Intercreditor Agreement and the Junior Lien Intercreditor Agreement;


 






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(ee)Liens on specific items of inventory
or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s
acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;


 


(ff)deposits of cash with the owner
or lessor of premises leased and operated by the Borrower or any of its Subsidiaries to secure the performance of the Borrower’s
or such Subsidiary’s obligations under the terms of the lease for such premises;


 


(gg)Liens on the Securitization Assets
arising in connection with a Qualified Securitization Financing; and


 


(hh)Liens on the Collateral securing
Indebtedness permitted under Section 7.03(r) (including, for the avoidance of doubt, any Liens securing obligations referred to in clauses
(ii) and (iii) of the definition of “ABL Facility Indebtedness”); provided, that such Liens shall be subject to the
ABL Intercreditor Agreement in the capacity as “ABL Obligations” or subject to the Replacement Intercreditor Agreement.


 


Section
7.02           Investments.


 


Make or hold any Investments, except:


 


(a)       Investments
by the Borrower or any of its Restricted Subsidiaries in assets that were Cash Equivalents when such Investment was made;


 


(b)       loans
or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries
(i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in
connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof; provided
that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests
shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses
(i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $10,000,000;


 


(c)       Investments
(i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is
not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted
Subsidiary that is not a Loan Party; provided that (A) any such Investments made pursuant to this clause (iii) in the form of
intercompany loans shall be evidenced by notes that, unless they are Excluded Assets, have been pledged (individually or pursuant to
a global note) to the Administrative Agent for the benefit of the Lenders (it being understood and agreed that any Investments
permitted under this clause (iii) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged
until the date that is sixty (60) days after the Closing Date (or such later date as may be approved by the Administrative Agent))
and (B) the aggregate amount of Investments made pursuant to this clause (iii) shall not exceed at any time outstanding the sum of
(x) together with Investments pursuant to Section 7.02(i)(iv)(1), the greater of $130,000,000 and 4.00% of Total Assets and (y) the
Cumulative Credit at such time;


 






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(d)       Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account
debtors and other credits to suppliers in the ordinary course of business;


 


(e)       Investments
(excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions
permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(e)), 7.06
(other than 7.06(d) or (h)(iv)) and 7.13, respectively;


 


(f)       Investments
(i) existing or contemplated on the Amendment No. 46
Effective Date or made pursuant to legally binding written contracts in existence on the Amendment No. 46
Effective Date, in each case set forth in Schedule 7.02 to Amendment No. 46
and any modification, replacement, renewal, reinvestment or extension thereof that does not in each case increase the amount of such Investment
and (ii) existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary
and any modification, renewal or extension thereof;


 


(g)       Investments
in Swap Contracts permitted under Section 7.03;


 


(h)       promissory
notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;


 


(i)       any
acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted
Subsidiary or division or line of business of a Person (or any subsequent Investment made in a Person, division or line of business
previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after
giving Pro Forma Effect thereto (i) no Event of Default shall have occurred and be continuing, (ii) Holdings, the Borrower and the
Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11; (iii) to the extent required
by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition
shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an
Unrestricted Subsidiary) shall become Guarantors, in each case, in accordance with Section 6.11, and (iv) the aggregate amount of
Investments made by virtue of this Section 7.02(i) in Persons that do not become Loan Parties shall not exceed at any time
outstanding the sum of (1) together with Investments pursuant to Section 7.02(c)(iii)(B)(x), the greater of $205,000,000 and 6.25%
of Total Assets and (2) the Cumulative Credit at such time (any such acquisition, a “Permitted Acquisition”);


 






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(j)       Investments
made in connection with the Transactions;


 


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


 


(l)       Investments
(including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers
or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business
or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;


 


(m)       loans
and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans,
advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance
with Sections 7.06(f), (g) or (h), such Investment being treated for purposes of the applicable clause of Section 7.06, including any
limitations, as if a Restricted Payment made pursuant to such clause;


 


(n)       Investments
in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without giving effect to
any write downs or write offs thereof) at any time not to exceed (x) the greater of $165,000,000 and 5.00% of Total Assets (in each case,
net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts) plus (y) the Cumulative Credit at such time;


 


(o)       advances
of payroll payments to employees in the ordinary course of business;


 


(p)       (i)
Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or
advances made to distributors in the ordinary course of business and (ii) Investments to the extent that payment for such Investments
is made solely with Equity Interests of the Borrower (or any direct or indirect parent of the Borrower);


 


(q)       Investments
of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into the Borrower
or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent
that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation
and were in existence on the date of such acquisition, merger or consolidation;


 






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(r)       Investments
made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such
Restricted Subsidiary from an Investment in such Restricted Subsidiary permitted under this Section 7.02;


 


(s)       Guarantees
by the Borrower or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute
Indebtedness, in each case entered into in the ordinary course of business;


 


(t)       (i)
Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified
Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of (x)
a contribution of additional Securitization Assets or (y) Limited Originator Recourse and (ii) distributions or payments of Securitization
Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization
Financing;


 


(u)       the
acquisition of the Split Brands pursuant to the Split Brands Acquisition Agreement as in effect on the Closing Date or as may be amended
in any manner not material and adverse to the Lenders;


 


(v)       Investments
consisting of any Foreign IP Transfer; and


 


(w)       Investments
made with Excluded Contributions.;


 


Section
7.03           Indebtedness.


 


Create, incur, assume or suffer to exist any Indebtedness,
except:


 


(a)       Indebtedness
of any Loan Party under the Loan Documents;


 


(b)       (i)
Indebtedness outstanding on the Amendment No. 46
Effective Date and listed in Schedule 7.03 to Amendment No. 46
(other than, for the avoidance of doubt, the 20212028
Notes and the 20242031
Notes) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing
thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany
Note; provided that all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party
shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note;


 


(c)       Guarantees
by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the
Borrower otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness
constituting a Specified Junior Financing Obligation shall be permitted unless such Guaranteeing party shall have also provided a
Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the
Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders
as those contained in the subordination of such Indebtedness;


 






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(d)       Indebtedness
of the Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any
direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary
of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any
Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations
pursuant to an Intercompany Note;


 


(e)       (i)
Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement,
lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after
the acquisition, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed
the greater of $65,000,000 and 2.00% of Total Assets, in each case determined at the time of incurrence (together with any Permitted Refinancings
thereof) at any time outstanding and (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m)
and any Permitted Refinancing of such Attributable Indebtedness;


 


(f)       Indebtedness
in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest
rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes
and Guarantees thereof;


 


(g)       Indebtedness
of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition; provided that such Indebtedness
is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided further that, after
giving pro forma effect to such Permitted Acquisition and the assumption of such Indebtedness, the aggregate amount of such Indebtedness
does not exceed (x) $42,500,000the
greater of $75,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period at any time outstanding plus
(y) any additional amount of such Indebtedness so long as the Total Leverage Ratio is no greater than 6.00:1.00 and, if such Indebtedness
is secured, the Secured Leverage Ratio is no greater than 4.00:1.00, in each case determined on a Pro Forma Basis; provided that
in the case of clause (y), any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness
incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(s), does not exceed in the aggregate at any time
outstanding the greater of $65,000,000 and 2.00% of Total Assets, in each case determined at the time of incurrence;


 


(h)       Indebtedness
representing deferred compensation to employees of the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course
of business;


 






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(i)       Indebtedness
consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants,
directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests
of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06;


 


(j)       Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder
or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts)
or other similar adjustments;


 


(k)       Indebtedness
consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements
incurred by such Person in connection with the Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder;


 


(l)       Cash
Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections,
employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees
thereof;


 


(m)       Indebtedness
in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater
of $165,000,000 and 5.00% of Total Assets;


 


(n)       Indebtedness
consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in
the ordinary course of business;


 


(o)       Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances,
warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation
claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness
with respect to reimbursement-type obligations regarding workers compensation claims;


 


(p)       obligations
in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by
the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments
related thereto, in each case in the ordinary course of business or consistent with past practice;


 


(q)       Indebtedness
in respect of the 20212028
Notes outstanding on the Amendment No. 46
Effective Date and the 20242031
Notes outstanding on the Amendment No. 46
Effective Date (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof;


 






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(r)       ABL
Facility Indebtedness of the Loan Parties (a) under clause (i) of the definition of “ABL
Facility Indebtedness” in an aggregate principal
amount at any time outstanding not to exceed the greater of (i) the Maximum ABL Facility Amount and (ii) the Borrowing Base and (b) under
clauses (ii) and (iii) of the definition of ABL Facility Indebtedness;


 


(s)       Permitted
Ratio Debt and any Permitted Refinancing thereof;


 


(t)       Credit
Agreement Refinancing Indebtedness;


 


(u)       Indebtedness
incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this
clause (u) and then outstanding, does not exceed $115,000,000;


 


(v)       Indebtedness
incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization
Undertakings and Limited Originator Recourse) to the Borrower or any of the Restricted Subsidiaries; and


 


(w)       all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (a) through (v) above.


 


For purposes of determining compliance with any Dollar-denominated
restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency
shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of
term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend,
replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding,
refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount
of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection
with such refinancing.


 


The accrual of interest, the accretion of accreted
value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes
of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness
at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance
with GAAP.


 






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Section 7.04          
Fundamental Changes.


 


Merge, dissolve, liquidate, consolidate with or into
another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except that:


 


(a)       any
Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize
the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving Person or (ii) one or more
other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan
Party shall be the continuing or surviving Person;


 


(b)       (i)
any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party,
(ii) any Subsidiary may liquidate or dissolve and (iii) any Subsidiary may change its legal form if, with respect to clauses (ii) and
(iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not
materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor
will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);


 


(c)       any
Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower
or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee
must be a Guarantor (other than Holdings) or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a
permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than
Section 7.02(e)) and 7.03, respectively; and


 


(d)       so
long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other
Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or
surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A)
the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the
District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and
the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory
to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed
that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it
is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable
Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the
Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party
to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument
reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor
Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an
officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this
Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are
satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;


 






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(e)       so
long as no Default has occurred and is continuing or would result therefrom (in the case of a merger involving a Loan Party), any Restricted
Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided
that the continuing or surviving Person shall be a Restricted Subsidiary of the Borrower, which together with each of its Restricted Subsidiaries,
shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;


 


(f)       Holdings,
the Borrower and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement
(and documents related thereto) and the Transactions; and


 


(g)       so
long as no Default has occurred and is continuing or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition,
the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.


 


Section
7.05           Dispositions.


 


Make any Disposition or enter into any agreement
to make any Disposition (other than as part of or in connection with the Transactions), except:


 


(a)       Dispositions
of obsolete, worn out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions
of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries;


 


(b)       Dispositions
of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any
applications for registration of any IP Rights to lapse or go abandoned) in the ordinary course of business;


 


(c)       Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or
(ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;


 






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(d)       Dispositions
of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i)
the transferee thereof must be a Loan Party (other than Holdings) or (ii) if such transaction constitutes an Investment, such transaction
is permitted under Section 7.02;


 


(e)       to
the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section
7.04(g)) and 7.06 (other than 7.06(d));


 


(f)       [Reserved];


 


(g)       Dispositions
of Cash Equivalents;


 


(h)       (i)
leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary
course of business or which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries, (ii)
Dispositions of IP Rights that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and
(iii) any Foreign IP Transfer;


 


(i)       transfers
of property subject to Casualty Events;


 


(j)       Dispositions
of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default has occurred and is continuing), no Default shall have occurred and been
continuing or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase
price in excess of $20,000,000 the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such
consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than
nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (p), (q), (r)(i), (r)(ii), (s)
and (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that
for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the
Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted
Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed
by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall
have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable
Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash
Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable
Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an
aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is
received) not to exceed the greater of $65,000,000 and 2.00% of Total Assets at any time (net of any non-cash consideration
converted into cash and Cash Equivalents);


 






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(k)       [Reserved];


 


(l)       Dispositions
or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of
business;


 


(m)       Dispositions
of property pursuant to sale-leaseback transactions; provided that to the extent the aggregate Net Proceeds from all such Dispositions
since the Closing Date exceeds $75,000,000, such excess may be reinvested in accordance with the definition of “Net Proceeds”
or otherwise applied to prepay Term Loans in accordance with Section 2.05(b)(ii);


 


(n)       any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness
to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower;


 


(o)       any
sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(p)       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;


 


(q)       the
unwinding of any Swap Contract;


 


(r)       the
lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;


 


(s)       any
Disposition of Securitization Assets to a Securitization Subsidiary;


 


(t)       the
issuance of Nominal Shares; and


 


(u)       the
Disposition of that certain brand of Insight relating to the Bonine Assets (as defined in the FTC Order) and identified to the Administrative
Agent prior to the Amendment No. 2 Effective Date; provided that the Net Proceeds of such Disposition shall be applied to prepay
any outstanding Term B-45
Loans on a pro rata basis in accordance with Section 2.05(b)(ii) and may not be reinvested in the business of the Borrower or a Restricted
Subsidiary.


 


provided that
any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (p), (q), (r), (s), and (u)
and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such
property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as
expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the
Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in
order to effect the foregoing.


 






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Section
7.06           Restricted Payments.


 


Declare or make, directly or indirectly, any Restricted
Payment, except:


 


(a)       each
Restricted Subsidiary may make Restricted Payments to the Borrower, and other Restricted Subsidiaries of the Borrower (and, in the case
of such a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each
other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity
Interests);


 


(b)       the
Borrower and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the Equity
Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person (and, in the case of such
a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other
owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);


 


(c)       Restricted
Payments made (i) on the Closing Date to consummate the Transactions, (ii) in respect of working capital adjustments or purchase price
adjustments pursuant to the Acquisition Agreement or the Split Brands Acquisition Agreement and (iii) in order to satisfy indemnity and
other similar obligations under the Acquisition Agreement or the Split Brands Acquisition Agreement;


 


(d)       to
the extent constituting Restricted Payments, the Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries may
enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than 7.02(e) and (m)), 7.04 or 7.08
(other than Section 7.08(f) or 7.08(l));


 


(e)       repurchases
of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary of Holdings deemed to occur upon exercise of stock options
or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;


 


(f)       the
Borrower and each Restricted Subsidiary may (i) pay (or make Restricted Payments to allow Holdings or any other direct or indirect parent
thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Restricted Subsidiary
(or of the Borrower or any other such direct or indirect parent thereof) held by any future, present or former employee, officer, director,
manager or consultant (or any spouses, former spouses, successors, executors, administrators,


 






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heirs, legatees or distributes of any of the foregoing) of
such Restricted Subsidiary (or the Borrower or any other direct or indirect parent thereof) or any of its Subsidiaries or (ii) make Restricted
Payments in the form of distributions to allow Holdings or any direct or indirect parent of Holdings to pay principal or interest on promissory
notes that were issued to any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses,
successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of such Restricted Subsidiary (or the Borrower
or any other direct or indirect parent thereof) in lieu of cash payments for the repurchase, retirement or other acquisition or retirement
for value of such Equity Interests held by such Persons, in each case, upon the death, disability, retirement or termination of employment
of any such Person or pursuant to any employee, manager or director equity plan, employee, manager or director stock option plan or any
other employee, manager or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any
employee, director, officer or consultant of such Restricted Subsidiary (or the Borrower or any other direct or indirect parent thereof)
or any of its Restricted Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (f)
together with the aggregate amount of loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted
by this clause (f) shall not exceed $35,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding
calendar years subject to a maximum (without giving effect to the following proviso) of $70,000,000 in any calendar year); provided
further that such amount in any calendar year may further be increased by an amount not to exceed:


 


(A)            
amounts used to increase the Cumulative Credit pursuant to clauses (c) and (d) of the definition of “Cumulative Credit”;


 


(B)             
the Net Proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries less the amount of
Restricted Payments previously made with the cash proceeds of such key man life insurance policies;


 


and provided further that cancellation of Indebtedness
owing to the Borrower from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any
of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct
or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision
of this Agreement;


 


(g)       the
Borrower may make Restricted Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness pursuant
to Section 7.13(a)(iv), (x) $85,000,000,the
greater of $110,000,000 and 30.0% of Consolidated EBITDA for the most recently ended Test Period, plus (y) the
Cumulative Credit at such time; provided that with respect to any Restricted Payment made pursuant to clause (y) above (I) no
Default has occurred and is continuing or would result therefrom and (II) if such Restricted Payment is being made in reliance on
either clause (a) or (b) of the definition of “Cumulative
Credit,” the
Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.75 to 1.00 and (B)
the Secured Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00;


 






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(h)       the
Borrower may make Restricted Payments to any direct or indirect parent of the Borrower:


 


(i)       [reserved];


 


(ii)       to
pay its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including
administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in
the ordinary course of business and attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries, Transaction
Expenses and any reasonable and customary indemnification claims made by directors or officers of such parent attributable to the ownership
or operations of the Borrower and its Restricted Subsidiaries;


 


(iii)       the
proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise taxes,
and other fees and expenses, required to maintain its (or any of its direct or indirect parents’) corporate existence;


 


(iv)       for
any taxable period in which the Borrower and/or any of its Subsidiaries is a member of a consolidated, combined or similar income tax
group of which a direct or indirect parent of Borrower is the common parent (a “Tax Group”), to pay federal, foreign,
state and local income taxes of such Tax Group that are attributable to the taxable income of the Borrower and/or its Subsidiaries; provided
that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the
amount that the Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided further that
the permitted payment pursuant to this clause (iii) with respect to any Taxes of any Unrestricted Subsidiary for any taxable period shall
be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries
for the purposes of paying such consolidated, combined or similar income Taxes;


 


(v)       to
finance any Investment that would be permitted to be made pursuant to Section 7.02 and Section 7.08 if such parent were subject to such
sections; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment
and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests)
to be contributed to the Borrower or the Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person
formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition or Investment, in
each case, in accordance with the requirements of Section 6.11;


 






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(vi)       the
proceeds of which (A) shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or
any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership
or operation of the Borrower and the Restricted Subsidiaries or (B) shall be used to make payments permitted under Sections 7.08(i) and
(p) (but only to the extent such payments have not been and are not expected to be made by the Borrower or a Restricted Subsidiary); and


 


(vii)       the
proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay)
fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by Holdings (or any direct or indirect
parent thereof) that is directly attributable to the operations of the Borrower and its Restricted Subsidiaries;


 


(i)       payments
made or expected to be made by Holdings, the Borrower or any of the Restricted Subsidiaries in respect of withholding or similar Taxes
payable by or with respect to any future, present or former employee, director, manager or consultant (or any spouses, former spouses,
successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) and any repurchases of Equity Interests
in consideration of such payments including deemed repurchases, in each case, in connection with the exercise of stock options;


 


(j)       Holdings,
the Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Equity Interests in connection with any dividend,
split or combination thereof, or any Permitted Acquisition, or any vesting of Equity Interests; and


 


(k)       Restricted
Payments in the amount of any Excluded Contribution.


 


Section
7.07           Change in Nature of Business.


 


Engage in any material line of business substantially
different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date or any business reasonably
related, complementary, synergistic or ancillary thereto (including related, complementary, synergistic or ancillary technologies) or
reasonable extensions thereof.


 


Section
7.08           Transactions with Affiliates.


 


Enter into any transaction of any kind with any Affiliate
of the Borrower, whether or not in the ordinary course of business, with a fair market value in excess of $12,500,000, other than


 


(a)       transactions
among Holdings and its Restricted Subsidiaries,


 


(b)       on
terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary
at the time in a comparable arm’s-length transaction with a Person other than an Affiliate,


 






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(c)       the
Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions,


 


(d)       [reserved],


 


(e)       [reserved],


 


(f)       Restricted
Payments permitted under Section 7.06,


 


(g)       transactions
by Holdings and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII,


 


(h)       employment
and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary
course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course
of business,


 


(i)       the
payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees
and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course
of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries,


 


(j)       transactions
pursuant to agreements, instruments or arrangements in existence on the Amendment No. 46
Effective Date and set forth in Schedule 7.08 to Amendment No. 4 or any amendment thereto to the extent such an amendment is not adverse
to the Lenders in any material respect,


 


(k)       [reserved],


 


(l)       payments
by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to
the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, but only to the extent permitted by Section
7.06(h)(iii),


 


(m)       the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any former, current or future director,
manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes
or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof,


 


(n)       transactions
with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary
course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries,
in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable
as might reasonably have been obtained at such time from an unaffiliated party,


 






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(o)       any
payments required to be made pursuant to the Acquisition Agreement or the Split Brands Acquisition Agreement,


 


(p)       the
payment of reasonable out-of-pocket costs and expenses and indemnities pursuant to the stockholders agreement or the registration and
participation rights agreement entered into on the Closing Date in connection therewith,


 


(q)       transactions
in which Holdings or any of the Restricted Subsidiaries, as the case may be, deliver to the Administrative Agent a letter from an Independent
Financial Advisor stating that such transaction is fair to Holdings or such Restricted Subsidiary from a financial point of view or meets
the requirements of clause (b) of this Section 7.08,


 


(r)       payments
to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments
by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted
under Section 7.02,


 


(s)       [reserved],
and


 


(t)       any
Disposition of Securitization Assets or related assets, Investment permitted pursuant to Section 7.02(t) or Standard Securitization Undertakings,
in each case in connection with any Qualified Securitization Financing.


 


Section
7.09           Burdensome Agreements.


 


Enter into or permit to exist any Contractual Obligation
(other than this Agreement or any other Loan Document) that limits the ability of


 


(a)       any
Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or


 


(b)       any
Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to
the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply
to Contractual Obligations which


 


(i)       (x)
exist on the Amendment No. 46
Effective Date and (to the extent not otherwise permitted by this Section 7.09) are listed in Schedule 7.09 to Amendment No. 46
and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth
in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as
such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation,


 






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(ii)       are
binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long
as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower;
provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes
a Restricted Subsidiary pursuant to Section 6.14,


 


(iii)       represent
Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03 and which does not
apply to any Loan Party,


 


(iv)       are
customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (k), (l), (p), (q), (r)(i), (r)(ii),
(s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04
or 7.05 and relate solely to the assets or Person subject to such Disposition,


 


(v)       are
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02
and applicable solely to such joint venture entered into in the ordinary course of business,


 


(vi)       are
negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent
any negative pledge relates to (i) the property financed by such Indebtedness and the proceeds and products thereof or (ii) the property
secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens
securing the Obligations,


 


(vii)       are
customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the property interest, rights or the assets subject thereto,


 


(viii)       comprise
restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g), (n)(a), and (u) and
to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Section 7.03(g),
to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness,


 


(ix)      are
customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted
Subsidiary,


 


(x)       are
customary provisions restricting assignment of any agreement entered into in the ordinary course of business,


 


(xi)      are
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business,


 


(xii)     arise
in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit, and


 






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(xiii)       comprise
restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03
(including, without limitation, the ABL Credit Agreement, the 20212028
Notes, the 20242031
Notes and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower,
no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type
(and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined
in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.


 


Section
7.10           Use of Proceeds.


 


(a)               
Use the proceeds of any Borrowing, whether directly or indirectly (a) on the Closing Date, in a manner inconsistent with the uses
set forth in the preliminary statements to this Agreement or (b) after the Closing Date, use the proceeds for any purpose other than to
pay costs and expenses related to the Transactions and for general corporate purposes and working capital needs.


 


(b)               
Use the proceeds of all Term B-1 Loans for any purpose other than to refinance the Term B Loans.


 


(c)               
Use the proceeds of all Term B-2 Loans for any purpose other than to finance the 2014 Transactions.


 


(d)               
Use the proceeds of all Term B-3 Loans for any purpose other than to refinance the Term B-1 Loans and Term B-2 Loans.


 


(e)               
Use the proceeds of all Term B-4 Loans for any purpose other than to (x) finance the Winter 2017 Transactions or (y) refinance
the Term B-3 Loans.


 


(f)                
Use the proceeds of all Term B-5 Loans for any purpose other than to finance the
2021 Transactions.


 


Section
7.11           Financial Covenants.


 


(a)               
Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period to be greater than the ratio
set forth below opposite the last fiscal quarter of such Test Period:


 


	
    Fiscal
    YearQuarter
    Ending
	
    First
    QuarterTotal Leverage Ratio
	
    Second
    Quarter
	
    Third
    Quarter
	
    Fourth
    Quarter

	March 31, 2017 	---	---	---	7.75:1.00	 
	March 31, 2018	7.75:1.00	7.50:1.00	7.50:1.00	7.25:1.00	 






	March 31, 2019 	7.00:1.00	6.75:1.00	6.50:1.00	6.50:1.00	 
	After March 31, 2019June 30, 2021 and thereafter	6.50:1.00	6.50:1.00	6.50:1.00	6.50:1.00
	 	 	 	 	 	 	 	 	 


 






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(b)               
Consolidated Cash Interest Coverage Ratio. Permit the Consolidated Cash Interest Coverage Ratio as of the last day of any
Test Period to be less than the ratio set forth below opposite the last fiscal quarter of such Test Period:


 


	
    Fiscal
    YearQuarter
    Ending
	
    First
    QuarterConsolidated Cash Interest Coverage Ratio
	
    Second
    Quarter
	
    Third
    Quarter
	
    Fourth
    Quarter

	March 31, 2017 	---	---	---	2.00:1.00	 
	March 31, 2018 	2.00:1.00	2.00:1.00	2.00:1.00	2.25:1.00	 
	After March 31, 2018June 30, 2021 and thereafter	2.25:1.00	2.25:1.00	2.25:1.00	2.25:1.00
	 	 	 	 	 	 	 	 	 


 


Section
7.12           Accounting Changes.


 


Make any change in its fiscal year; provided,
however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably
acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the
Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.


 


Section
7.13           Prepayments, Etc. of Certain Indebtedness.


 


(a)               
Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood
that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any subordinated Indebtedness incurred
under Section 7.03, or any other Indebtedness for borrowed money of a Loan Party that is subordinated to the Obligations expressly by
its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”),
except (i) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if
such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required
to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than
Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower
or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and (iv) prepayments, redemptions, satisfactions, purchases,
defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed,
when combined with the amount of Restricted Payments pursuant to Section 7.06(g), $120,000,000 plus the Cumulative Credit at such
time; provided that if such prepayment, redemption, satisfaction, purchase, defeasance and other payment is being made in reliance
on either clause (a) or (b) of the definition of “Cumulative
Credit, (A)”
the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.75 to 1.00 and (B)
the Secured Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00.


 


(b)               
 Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing
Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without
the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed).


 


Section
7.14           Permitted Activities.


 


With respect to Holdings, engage in any material
operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event:
(i) its ownership of the Equity Interests of Borrower and activities incidental thereto, including payment of dividends and other amounts
in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses
relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness,
(iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including
the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing
the obligations of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated
group of Holdings and the Borrower, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification
to officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests
of the Borrower other than those for the benefit of the Obligations, the obligations under the ABL Facility, Permitted First Priority
Refinancing Debt, Permitted Junior Priority Refinancing Debt, secured Permitted Ratio Debt and the Pari Passu Obligations.


 






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ARTICLE
VIII.

EVENTS OF DEFAULT AND REMEDIES


 


Section
8.01           Events of Default.


 


Any of the following from and after the Closing Date
shall constitute an event of default (an “Event of Default”):


 


(a)       Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business
Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document;
or


 


(b)       Specific
Covenants. Holdings, the Borrower, any Restricted Subsidiary or, in the case of Section 7.14, Holdings only, fails to perform or observe
any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII;
provided that the covenants in Section 7.11 are subject to cure pursuant to Section 8.04; or


 


(c)       Other
Defaults. Holdings, the Borrower or any Restricted Subsidiary fails to perform or observe any other covenant or agreement (not
specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure
continues for thirty (30) days after receipt by the Borrower of written notice thereof from the Administrative Agent; or


 


(d)       Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by any Loan Party herein, in
any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material
respect when made or deemed made; or


 


(e)       Cross-Default.
Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder)
having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement
or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap
Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder
by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or
a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not
apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness,
if such sale or transfer is permitted hereunder; provided, further, that such failure is unremedied and is not waived by
the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or


 


(f)       Insolvency
Proceedings, Etc. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all
or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative
receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged
or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material
part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days,
or an order for relief is entered in any such proceeding; or


 






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(g)       Attachment.
Any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property
of the Borrower and the Restricted Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days
after its issue or levy; or


 


(h)       Judgments.
There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate
amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been
notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged
or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or


 


(i)       Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as
a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to
be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document
or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party
denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full
of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or


 


(j)       Change
of Control. There occurs any Change of Control; or


 


(k)       Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason (other than
pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and
perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral
purported to be covered thereby, subject to Liens permitted under Section 7.01, (i) except to the extent that any such perfection or priority
is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent to maintain
possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform
Commercial Code continuation statements and (ii) except as to Collateral consisting of Real Property to the extent that such losses are
covered by a lender’s title insurance policy and such insurer has not denied coverage; or


 


(l)       ERISA.
(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or a Restricted Subsidiary
in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party, any Restricted
Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably
be expected to result in a Material Adverse Effect.


 






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Section 8.02          
Remedies Upon Event of Default.


 


If any Event of Default occurs and is continuing,
the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:


 



(i)               [Reserved];


 


(ii)             
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;


 


(iii)              
[Reserved]; and


 


(iv)              
exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents
or applicable Law;


 


provided
that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the
United States or any Debtor Relief Laws, the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case
without further act of the Administrative Agent or any Lender.


 


Section
8.03           Application of Funds.


 


Subject to the ABL Intercreditor Agreement, after
the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set
forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent
in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest,
but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in
its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion
to the amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and any fees, premiums and
scheduled periodic payments due under Term Loan Secured Hedge Agreements, ratably among the Secured Parties in proportion to the
respective amounts described in this clause Third payable to them;


 






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Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and any breakage, termination or other payments
under Term Loan Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this
clause Fourth held by them;


 


Fifth,
to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured
Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and
the other Secured Parties on such date; and


 


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


 


Notwithstanding anything to the contrary in this
Agreement or any other Loan Document, in no circumstances shall any amounts received from a Loan Party that is not an “eligible
contract participant” (as defined in the Commodity Exchange Act) be applied towards the payment of obligations that are Excluded
Swap Obligations, but, to the extent permitted by applicable law, appropriate adjustments shall be made with respect to payments from
other Loan Parties that are “eligible contract participants” to preserve, as nearly as possible, the proportional allocation
to the Obligations otherwise set forth above in this Section.


 


Section
8.04           Borrower’s Right to Cure.


 


Notwithstanding anything to the contrary contained
in Section 8.01 or Section 8.02:


 


(a)       For
the purpose of determining whether an Event of Default under Section 7.11 has occurred, the Borrower may on one or more occasions
designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Interests of Holdings or any cash
contribution to the common capital of the Borrower (the “Cure Amount”) as an increase to Consolidated EBITDA for
the applicable fiscal quarter; provided that such amounts to be designated (i) are actually received by the Borrower after
the first day of such applicable fiscal quarter and on or prior to the tenth (10th) Business Day after the date on which financial
statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration
Date”), (ii) do not exceed the aggregate amount necessary to cure any Event of Default under Section 7.11 as of such date
and (iii) Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the
date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is
provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is
designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event
of Default under Section 7.11 is less than the full amount of such originally designated amount). The Cure Amount used to calculate
Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that
includes such fiscal quarter.


 


(b)       The
parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than for
determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section 7.11 that is required by any other provision
of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness and shall not be included
for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article
VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred
to in the immediately preceding sentence.


 






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(c)       In
furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the covenants under Section
7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had
been no failure to comply with the covenants under such Section 7.11 and any Event of Default under Section 7.11 shall be deemed not to
have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior
the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under
any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 until and unless the Cure Expiration
Date has occurred without the Cure Amount having been received and designated.


 


(d)       (i)
In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in
this Section 8.04 is exercised and (ii) there shall be no pro forma reduction in Indebtedness with the Cure Amount for determining
compliance with Section 7.11 for the fiscal quarter with respect to which such Cure Amount was made.


 


(e)       There
can be no more than five (5) fiscal quarters in which the cure rights set forth in this Section 8.04 are exercised during the term of
the Facilities.


 


ARTICLE
IX.

ADMINISTRATIVE AGENT AND OTHER AGENTS


 


Section
9.01           Appointment and Authority.


 


(a)                (I)
Each of the Lenders hereby irrevocably appoints Citi to act on its behalf as the Administrative Agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto and (II) effective upon the Amendment No. 4 Effective Date, the Required Lenders hereby (i) irrevocably appoint
Barclays to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by
the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto (and consents to the
resignation of Citi in such capacity) and (ii) reaffirm that they have instructed each of Citi and Barclays to enter into that
certain Agency Successor AgreeementAgreement,
dated as of the Amendment No. 4 Effective Date, among Citi, Barclays and the Loan Parties and to take all other actions reasonably
necessary to effect the transfer of the Administrative Agent role from Citi to Barclays. The provisions of this Article are solely
for the benefit of the Administrative Agent and the Lenders, and no Loan Party has rights as a third party beneficiary of any of
such provisions.


 






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(b)               
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders
(including in its capacities as a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as
the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties
to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative
Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be
entitled to the benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10.05), as though
such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full
herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative
Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with
respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge
and agree that any such action by any Agent shall bind the Lenders.


 


Section
9.02           Rights as a Lender.



 


The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not
the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless
the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person
and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 


Section
9.03           Exculpatory Provisions.



 


The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing,
the Administrative Agent:


 


(a)       shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)       shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and


 


(c)       shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(d)       The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence
or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing
such Default is given to the Administrative Agent by the Borrower or a Lender.


 






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(e)       The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation,
perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 


Section
9.04           Reliance by Administrative Agent.


 


The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not
incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts. Barclays Bank PLC as Administrative Agent
hereunder shall be entitled to rely upon, and shall not incur any liability for relying upon, any information relating to any Loan
Document or the administration of any Loan Document provided to it be Citibank, N.A. in its capacity as administrative agent
hereunder prior to the Amendment No. 4 Effective Date.


 


Section
9.05           Delegation of Duties.


 


The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


 






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Section
9.06           Resignation of Administrative Agent.


 


The Administrative Agent may at any time give
notice of its resignation to the Lenders and the Borrower; provided that, with respect to the resignation of Citi as
Administrative Agent on the Amendment No. 4 Effective Date, the Lenders and the Borrower waive the requirement of such notice. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower at all times
other than upon the occurrence and during the continuation of an Event of Default under Section 8.01(f) (which consent of the
Borrower shall not be unreasonably withheld or delayed), 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; provided that the Required Lenders hereby
confirm that they have appointed Barclays as such successor Administrative Agent and that the Borrower has consented thereto. 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, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by
or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above
in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article and Sections 10.04 and 10.05 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 Administrative Agent, and, for the avoidance of doubt, the Borrower and
Lenders confirm the provisions of this sentence foregoing shall apply to Citibank, N.A., as retiring Administrative Agent
hereunder.


 


Section
9.07           Non-Reliance on Administrative Agent and Other Lenders.


 


Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder
or thereunder.


 


Section
9.08           No Other Duties, Etc.


 


Anything herein to the contrary notwithstanding,
none of the Administrative Agent, Bookrunners, Arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent or a Lender hereunder.


 






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Section
9.09           Administrative Agent May File Proofs of Claim.



 


In case of the pendency of any proceeding under any
Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal
of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise


 


(a)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans 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 Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders
and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and


 


(b)       to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making
of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.09 and2.09,
10.04 and 10.05.


 


Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect
of the claim of any Lender or in any such proceeding.


 


Section
9.10           Collateral and Guaranty Matters.


 


Each of the Lenders (including in its capacities
as a potential Hedge Bank) irrevocably authorizes the Administrative Agent:


 


(a)       to
automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination
of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations
and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have
been made), (ii) at the time the property subject to such Lien is Disposed or to be Disposed to any Person other than a Loan Party as
part of or in connection with any Disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if
the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such
Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below or (v)
that constitutes Excluded Assets;


 


(b)       to
release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 7.01(u) to the extent required by the holder of, or pursuant to the terms
of any agreement governing, the obligations secured by such Liens; and


 






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(c)       to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded
Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor
continues to be a guarantor in respect of any Indebtedness incurred pursuant to Section 7.03(r), the 20212028
Notes, the 20242031
Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing
Debt, any Junior Financing or any Permitted Refinancing of any of the foregoing.


 


Upon request by the Administrative Agent at any time,
the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each
case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent
to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents
or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in
each case in accordance with the terms of the Loan Documents and this Section 9.10.


 


Section
9.11           Term Loan Secured Hedge Agreements; Intercreditor Agreements.


 


Except as otherwise expressly set forth herein or
in any Guaranty or any Collateral Document, no Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by
virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent
to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the
release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided
in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required
to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Term Loan
Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting
documentation as the Administrative Agent may request, from the applicable Hedge Bank.


 


The Lenders hereby authorize the Administrative Agent
to enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement
permitted under this Agreement and any such intercreditor agreement is binding upon the Lenders.


 






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Section 9.12          Withholding
Tax Indemnity.


 


To the extent required by any applicable Laws, the
Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal
Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not
properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the
appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change
in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within 10 days after
written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already
been reimbursed by a Loan Party pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Loan
Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses
incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent
under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent,
any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.


 


Section
9.13           ERISA Matters.


 


(a)               
Each Lender (other than any Lender that became a Lender prior to the Amendment No. 5 Effective Date and has not delivered a Consent
(as defined in Amendment No. 5)) (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
each Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan
Party, that at least one of the following is and will be true:


 



(i)               such Lender is not using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with
the Loans or the Commitments;


 



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


 


(iii)               (A) such Lender is an investment fund
managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional
Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the
Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of
such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement; or


 


 (iv)               such other representation, warranty and
covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.


 






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(b)               
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each Agent and
their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:


 



(i)               none of the Agents or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights
by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto);


 



(ii)               the Person making the investment decision
on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser,
a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as
described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 



(iii)               the Person making the investment decision
on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions
and investment strategies (including in respect of the Obligations);


 



(iv)               the Person making the investment decision
on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and
is responsible for exercising independent judgment in evaluating the transactions hereunder, and


 


(v)                no fee or other compensation is being
paid directly to any Agent or any of their respective Affiliates for investment advice (as opposed to other services) in connection with
the Loans, the Commitments or this Agreement.


 


(c)              
Each Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give
advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest
in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect
to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount
less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments
in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees,
arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent
fees, utilization fees, minimum usage fees fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term
out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 






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Section
9.14           Erroneous Payments.


 


(a)               
Each Lender (and each Participant of any of the foregoing, by its acceptance of a
Participation) hereby acknowledges and agrees that if the Administrative Agent notifies such Lender that the Administrative Agent has
determined in its sole discretion that any funds (or any portion thereof) received by such Lender (any of the foregoing, a “Recipient”)
from the Administrative Agent (or any of its Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received
by, such Recipient (whether or not known to such Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees
or otherwise; individually and collectively, a “Payment”) and demands the return of such Payment, such Recipient shall
promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment as
to which such a demand was made. A notice of the Administrative Agent to any Recipient under this Section shall be conclusive, absent
manifest error.


 


(b)               
Without limitation of clause (a) above, each Recipient further acknowledges and agrees
that if such Recipient receives a Payment from the Administrative Agent (or any of its Affiliates) (x) that is in an amount, or on a date
different from the amount and/or date specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with
respect to such Payment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z)
that such Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case,
it understands and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge
of such error) with respect to such Payment. Each Recipient agrees that, in each such case, it shall promptly notify the Administrative
Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day
thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made.


 


(c)               
Any
Payment required to be returned by a Recipient under this Section shall be made in Same Day Funds in the currency so received, together
with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Recipient
to the date such amount is repaid 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 from time to time in effect. Each Recipient
hereby agrees that it shall not assert and, to the fullest extent permitted by applicable law, hereby waives, any right to retain such
Payment, and any claim, counterclaim, defense or right of set-off or recoupment or similar right to any demand by the Administrative
Agent for the return of any Payment received, including without limitation any defense based on “discharge for value” or
any similar doctrine.


 


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


 






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ARTICLE
X.

MISCELLANEOUS


 


Section
10.01       Amendments, Etc. Except
as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative
Agent with the consent of the Required Lenders) and the applicable Loan Party, as the case may be, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver
or consent shall:


 


(a)       extend
or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that
a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of any Commitments shall not constitute
an extension or increase of any Commitment of any Lender);


 


(b)       postpone
any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 (other than
pursuant to Section 2.08(b)) or postpone any date for the payment of fees hereunder without the written consent of each Lender directly
affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not
constitute a postponement of any date scheduled for the payment of principal or interest and it further being understood that any change
to the definition of “Consolidated First Lien Net Leverage Ratio,” “Consolidated Cash Interest Coverage Ratio,”
 “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions thereof shall
not constitute a reduction or forgiveness in any rate of interest;


 


(c)       reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the second proviso
to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or extend the timing of
payments of such fees or other amounts) without the written consent of each Lender directly affected thereby, it being understood
that any change to the definition of “Consolidated First Lien Net Leverage Ratio,” “Consolidated Cash Interest Coverage
Ratio,” “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component
definitions thereof shall not constitute a reduction in any rate of interest; provided that only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay
interest at the Default Rate;


 


(d)       change
any provision of this Section 10.01 or the definition of “Required Lenders,” “Required Facility Lenders,” “Required
Class Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any
action under the Loan Documents or Section 8.03, without the written consent of each Lender directly affected thereby (it being understood
that each Lender shall be directly and adversely affected by a change to the “Required Lenders” definition or the “Pro
Rata Share” definition);


 


(e)       other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Collateral
in any transaction or series of related transactions, without the written consent of each Lender; or


 


(f)       other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the aggregate
value of the Guarantees, without the written consent of each Lender; or


 


(g)       subordinate
the Liens on all or substantially all of the Collateral securing the Term B-5 Loans to the liens securing any other Indebtedness (the
 “Senior Lien Indebtedness”) or subordinate in right of payment the Term B-5 Loans to any other Indebtedness (the “Senior
Payment Indebtedness” and, together with the Senior Lien Indebtedness, the “Senior Indebtedness”) unless
each Lender of Term B-5 Loans has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal
amount of Term B-5 Loans that are adversely affected thereby held by such Lender) of the relevant Senior Indebtedness on the same terms
as offered to all other providers (or their respective Affiliates) of the relevant Senior Indebtedness and to the extent such adversely
affected Lender decides to participate in the relevant Senior Indebtedness, receive its pro rata share of the fees and any other similar
benefit of the relevant Senior Indebtedness afforded to the providers of such Senior Indebtedness (or any of their respective Affiliates)
in connection with providing such Senior Indebtedness pursuant to a written offer made to such Lenders describing the material terms of
the arrangements pursuant to which such Senior Indebtedness is to be provided, which offer shall remain open to such Lenders for a period
of not less than three Business Days; provided, however, that (1) any such Lender does not accept an offer to provide its
pro rata share of such Senior Indebtedness within the time specified for acceptance of such offer being made, such Lender shall be deemed
to have declined such offer and (2) any subordination (A) expressly permitted by this Agreement or (B) with respect to any “debtor-in-possession”
facility (or similar financing under applicable law) permitted pursuant to the ABL Intercreditor Agreement shall not be restricted by
this paragraph;


 


and provided, further, that (i) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document and (ii)
Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose
Loans are being funded by an SPC at the time of such amendment, waiver or other modification.


 






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Notwithstanding the foregoing, no Lender consent
is required to effect any amendment or supplement to the ABL Intercreditor Agreement, any First Lien Intercreditor Agreement, any Junior
Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of
adding the holders of Permitted First Priority Refinancing Debt, or Permitted Junior Priority Refinancing Debt, as expressly contemplated
by the terms of such ABL Intercreditor Agreement, such First Lien Intercreditor Agreement, such Junior Lien Intercreditor Agreement or
such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment
or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative
Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect,
to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative
Agent.


 


Notwithstanding the foregoing, this Agreement may
be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to
add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with
the Term Loans and the 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.


 


In addition, notwithstanding the foregoing, this
Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement
Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Term Loans”)
with replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal
amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable
Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans unless the maturity of
the Replacement Term Loans is at least one year later than the maturity of the Refinanced Term Loans, (c) the Weighted Average Life to
Maturity of Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the
time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Term Loans prior to the time of such incurrence)
and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders
providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to provide for
covenants and other terms applicable to any period after the Latest Maturity Date of the Term Loans in effect immediately prior to such
refinancing.


 


Notwithstanding anything to the contrary
contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in
connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this
Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain
the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local
counsel or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the
other Loan Documents.


 


Section
10.02       Notices and Other Communications; Facsimile Copies.


 


(a)               
Notices; Effectiveness; Electronic Communications.


 


(A)       Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (B) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand
or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 






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(i)       if
to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and


 


(ii)       if
to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.


 


Notices and other communications sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications
sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (B) below shall be effective as provided in such subsection
(B).


 


(B)       Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that
it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved
by it, provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the
normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on
the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor.


 


(b)               
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Loan Parties, 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 the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in
no event shall any Agent Party have any liability to the Loan Parties, any Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).


 


(c)               
Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.
In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record
(i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications
may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference
to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may
contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state
securities laws.


 






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(d)               
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act
upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative
Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance
by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


Section 10.03       No
Waiver; Cumulative Remedies.


 


No failure by any Lender or the Administrative Agent
to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by Law.


 


Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against
the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the
Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own
behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other
Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13),
or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting
as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed
to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding
proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available
to it and as authorized by the Required Lenders.


 


Section
10.04       Attorney Costs and Expenses.


 


The Borrower agrees (a) if the Closing Date
occurs, to pay or reimburse the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners for all reasonable
out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this
Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and
thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the
transactions contemplated hereby and thereby, including all Attorney Costs of Cahill Gordon & Reindel llp
(and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and, if
necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in
multiple jurisdictions) for the Administrative Agent and the Lenders taken as a whole and (b) from and after the Closing Date, to
pay or reimburse the Administrative Agent, the Syndication Agents, the Arrangers, the Bookrunners and the Lenders for all reasonable
and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any
proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one
counsel to the Administrative Agent and the Lenders taken as a whole and one local counsel as reasonably necessary in any relevant
jurisdiction material to the interests of the Lenders taken as a whole). The agreements in this Section 10.04 shall survive the
termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be
paid within thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in
reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on
the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing Date (or such shorter
period as the Borrower may agree). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it
hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its
discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and
expenses arising from any non-Tax claim.


 






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Section
10.05       Indemnification by the Borrower.


 


The Borrower shall indemnify and hold harmless
each Agent, Agent-Related Person, Lender, Arranger and Bookrunner and their Affiliates, and their respective officers, directors,
employees, partners, agents, counsel, advisors and other representatives of the foregoing (collectively the
 “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable Attorney Costs of one counsel for all
Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special
counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest,
where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of
another firm of counsel for such affected Indemnitee)) of any such Indemnitee of any kind or nature whatsoever which may at any time
be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with
(a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated
thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (c) any actual or alleged presence or
Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the
Loan Parties or any Subsidiary, or any Environmental Liability of the Loan Parties or any Subsidiary or (d) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any
other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation,
litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto or whether
or not such Proceeding is brought by the Borrower or any other person and, in each case, whether or not caused by or arising, in
whole or in part, out of the negligence of the Indemnitee (all of the foregoing, collectively, the “Indemnified
Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements
resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or
controlling Persons or any of the officers, directors, employees, agents, advisors or members of any of the foregoing, in each case
who are involved in or aware of the Transaction (as determined by a court of competent jurisdiction in a final and non-appealable
decision), (y) material breach of the Loan Documents by such Indemnitee or one of its Affiliates, as determined by a final
non-appealable judgment of a court of competent jurisdiction or (z) disputes solely between and among such Indemnitees to the extent
such disputes do not arise from any act or omission of the Borrower or any of its Affiliates (other than with respect to a claim
against an Indemnitee acting in its capacity as an Agent or Arranger or similar role under the Loan Documents unless such claim
arose from the gross negligence, bad faith or willful misconduct, as determined by a final non-appealable judgment of a court of
competent jurisdiction, of such Indemnitee). No Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this
Agreement, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or
consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith
or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages
incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses); it being agreed that this sentence shall not
limit the indemnification obligations of Holdings or any Subsidiary. In the case of an investigation, litigation or other proceeding
to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or
an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the
transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section
10.05 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such
reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that
there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to
such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation
of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes,
except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits,
costs, expenses and disbursements arising from any non-Tax claims.


 






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To the extent that the Borrower for any reason
fails to indefeasibly pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative Agent
(or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of
the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.


 


Section
10.06       Payments Set Aside.


 


To the extent that any payment by or on behalf of
the Borrower is made to the Administrative Agent or any Lender, or the Administrative 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 the Administrative Agent or such Lender in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall 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 (without duplication) of any amount so recovered from or repaid by the
Administrative 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 Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this Agreement.


 


Section
10.07       Successors and Assigns.


 


(a)               
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (except as permitted by Section 7.04) and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions
of Section 10.07(b) (such an assignee, an “Eligible Assignee”) and in the case of any Assignee that is Holdings or
any of its Subsidiaries, Section 10.07(l), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by
way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with
the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void); provided,
however, that notwithstanding the foregoing, no Lender may assign or transfer by participation any of its rights or obligations
hereunder to (i) a natural Person or (ii) to Holdings, the Borrower or any of their respective Subsidiaries (except pursuant to Section
2.05(a)(v) or Section 10.07(l)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e)
and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


 


(b)               
1.1.1.3.Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:


 






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(A)            
 the Borrower, provided that the Borrower shall be deemed to have consented to any such assignment of the Term Loans unless
it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice
thereof; provided further that no consent of the Borrower shall be required for (i) an assignment of all or a portion of the Term
Loans (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) prior to the completion of primary syndication settlement of
the Term B Loans, (ii) if an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) has occurred
and is continuing, any Assignee, (iii) an assignment of all or a portion of the Loans pursuant to Section 10.07(l), (iv) prior to the
date that is 90 days after the Amendment No. 1 Effective Date, assignments made by the Additional Term B-1 Lender or any of its affiliates
in connection with the primary allocation of the Term B-1 Loans, (v) prior to the date that is 90 days after the Amendment No. 2 Effective
Date, assignments made by the Term B-2 Lender or any of its affiliates in connection with the primary allocation of the Term B-2 Loans,
(vi) prior to the date that is 90 days after the Amendment No. 3 Effective Date, assignments made by the Additional Term B-3 Lender or
any of its affiliates in connection with the primary allocation of the Term B-3 Loans, (vii) prior to the date that is 90 days after the
Amendment No. 4 Effective Date, assignments made by any Term B-4 Lender or any of its affiliates in connection with the primary allocation
of the Term B-4 Loans or ,
(viii) prior to the date that is 90 days after the Amendment No. 5 Effective Date, any assignment made by the New Term B-4
Lender or any of its Affiliates of any Term B-4 Loan that was held by a Non-Consenting Existing Term B-4 Lender or a Consenting Non-Cashless
Roll Lender or (ix) prior to the date that is 90 days after
the Amendment No. 6 Effective Date, assignments made by any Term B-5 Lender or any of its affiliates in connection with the primary allocation
of the Term B-5 Loans; and


 


(B)             
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of
all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) from an Agent to its Affiliates, (iii)
prior to the date that is 90 days after the Amendment No. 3 Effective Date, assignments made by the Additional Term B-3 Lender or any
of its affiliates in connection with the primary allocation of the Term B-3 Loans, (iv) prior to the date that is 90 days after the Amendment
No. 4 Effective Date, assignments made by any Term B-4 Lender or any of its affiliates in connection with the primary allocation of the
Term B-4 Loans or,
(v) prior to the date that is 90 days after the Amendment No. 5 Effective Date, any assignment made by the New Term B-4 Lender or any
of its Affiliates of any Term B-4 Loan that was held by a Non-Consenting Existing Term B-4 Lender or a Consenting Non-Cashless Roll Lender
or (vi) prior to the date that is 90 days after the Amendment
No. 6 Effective Date, assignments made by any Term B-5 Lender or any of its affiliates in connection with the primary allocation of the
Term B-5 Loans.


 


Notwithstanding the foregoing or anything to the contrary set forth
herein, to the extent any Lender is required to assign any portion of its Commitments, Loans and other rights, duties and obligations
hereunder in order to comply with applicable Laws, such assignment may be made by such Lender without the consent of the Borrower, the
Administrative Agent or any other party hereto so long as such Lender complies with the requirements of Section 10.07(b)(ii).


 


(ii)       Assignments
shall be subject to the following additional conditions:


 






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(C)             
except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class,
the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $1,000,000
(in the case of a Term Loan), and shall be in increments of an amount of $1,000,000 (in the case of Term Loans) in excess thereof unless
each of the Borrower and the Administrative Agent otherwise consents; provided that such amounts shall be aggregated in respect
of each Lender and its Affiliates or Approved Funds, if any; provided further that the requirements of this Section 10.07(b)(ii)(C)
shall not apply to assignments made by the Additional Term B-1 Lender or any of its affiliates prior to the date that is 90 days after
the Amendment No. 1 Effective Date in connection with the primary allocation of the Term B-1 Loans; provided further that the requirements
of this Section 10.07(b)(ii)(C) shall not apply to assignments made by the Term B-2 Lender or any of its affiliates prior to the date
that is 90 days after the Amendment No. 2 Effective Date in connection with the primary allocation of the Term B-2 Loans; provided
further that the requirements of this Section 10.07(b)(ii)(C) shall not apply to assignments made by the Additional Term B-3 Lender
or any of its Affiliates prior to the date that is 90 days after the Amendment No. 3 Effective Date in connection with the primary allocation
of the Term B-3 Loans; provided further that the requirements of this Section 10.07(b)(ii)(C) shall not apply to assignments made
by any Term B-4 Lender or any of its Affiliates prior to the date that is 90 days after the Amendment No. 4 Effective Date in connection
with the primary allocation of the Term B-4 Loans; provided further that the requirements of this Section 10.07(b)(ii)(C) shall
not apply to any assignment made by the New Term B-4 Lender or any of its Affiliates prior to the date that is 90 days after the Amendment
No. 5 Effective Date of any Term B-4 Loan that was held by a Non-Consenting Existing Term B-4 Lender or a Consenting Non-Cashless Roll
Lender; provided further that the requirements of this
Section 10.07(b)(ii)(C) shall not apply to assignments made by any Term B-5 Lender or any of its Affiliates prior to the date that is
90 days after the Amendment No. 6 Effective Date in connection with the primary allocation of the Term B-5 Loans.


 


(D)            
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500; provided that only one such fee shall be payable in the event of simultaneous assignments
to or from two or more Approved Funds; provided further that the $3,500 fee referred to in this Section 10.07(b)(ii)(D) shall not
apply to any assignment made by the New Term B-4 Lender or any of its Affiliates prior to the date that is 90 days (or such greater number
of days as is reasonably acceptable to the Administrative Agent) after the Amendment No. 5 Effective Date of any Term B-4 Loan that was
held by a Non-Consenting Existing Term B-4 Lender or a Consenting Non-Cashless Roll Lender; and


 



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(E)             
 other than in the case of assignments pursuant to Section 10.07(l), the Assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire.


 


This paragraph (b) shall not prohibit any Lender
from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.


 


(c)               
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective
date specified in each Assignment and Assumption, (1) other than in connection with an assignment pursuant to Section 10.07(l) the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and (2) the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment
and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be
a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its
Term Note, the Borrower (at its expense) shall execute and deliver a Term Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).


 


(d)               
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption delivered to it, and each notice of cancellation of any Loans delivered by the Borrower
pursuant to Section 10.07(l) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts (and related interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
 “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and
the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and
any Lender (but in the case of any Lender, with respect to its own interest only), at any reasonable time and from time to time upon reasonable
prior notice. This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered
form” within the meaning of 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).


 


(e)               
Any Lender may at any time, sell participations to any Person (other than a natural person) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,
the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification
or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in
clauses (a) through (f) of the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f),
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements
and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section
10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though
it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender
that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and related 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. The portion
of any Participant Register relating to any Participant or SPC requesting payment from the Borrower or seeking to exercise its rights
under Section 10.09 shall only be available for inspection by the Borrower upon reasonable request to the extent that such disclosure
is necessary in connection with a Tax audit to establish that such commitment, loan, letter of credit or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations.


 



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(f)                
A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement
to a greater payment results from a change in any Law after the sale of the participation takes place.


 


(g)               
Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Term Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


(h)                Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose
funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower
(an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to
fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the applicable Loan or any
applicable part thereof, shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) an
SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such
sections), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrower under this Agreement except to the extent that the increase or change
results from a change in any Law after the grant to such SPC takes place, (ii) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of
record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent,
and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i)
with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of
$3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.


 



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(i)                
Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1)
any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Term
Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to
it and the Term Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security
for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the
other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan
Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such
trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.


 


(j)                
[Reserved].


 


(k)               
[Reserved].


 


(l)                
Any Lender may, so long as no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion
of its rights and obligations with respect to Term Loans under this Agreement to Holdings or the Borrower through (x) Dutch auctions open
to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) notwithstanding Sections
2.12 and 2.13 or any other provision in this Agreement, open market purchases on a non-pro rata basis; provided, that, in connection
with assignments pursuant to clause (y) above:


 



(i)               if Holdings is the assignee, upon such
assignment, transfer or contribution, Holdings shall automatically be deemed to have contributed the principal amount of such Term Loans,
plus all accrued and unpaid interest thereon, to the Borrower; or


 


(ii)             
if the assignee is the Borrower (including through contribution or transfers set forth in clause (i) above), (a) the principal
amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower
shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (b) the aggregate
outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Loans
then held by the Borrower and (c) the Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment
or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable
Term Loans in the Register.


 



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Section 10.08      Confidentiality.


 


Each of the Agents and the Lenders agrees to maintain
the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’
managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority
or self regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender
or its Affiliates), provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower
as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority) unless
such notification is prohibited by law, rule or regulation; (c) to the extent required by applicable Laws or regulations or by any subpoena
or similar legal process, provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify the
Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority)
unless such notification is prohibited by law, rule or regulation; (d) to any other party to this Agreement; (e) subject to an agreement
containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower),
to any pledgee referred to in Section 10.07(g), direct or indirect contractual counterparty to a Swap Contract, Eligible Assignee of or
Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement; (f) with
the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach
of this Section 10.08 or becomes available to the Administrative Agent, any Arranger, any Lender or any of their respective Affiliates
on a nonconfidential basis from a source other than a Loan Party or its related parties (so long as such source is not known to the Administrative
Agent, such Arranger, such Lender or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party);
(h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake
to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender); or
(i) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder
or thereunder. For the purposes of this Section 10.08, “Information” means all information received from the Loan Parties
relating to any Loan Party, its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents,
relating to Holdings, the Borrower or any of its Subsidiaries or its business, other than any such information that is publicly available
to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided
that all information received after the Closing Date from Holdings, the Borrower or any of its Subsidiaries shall be deemed confidential
unless such information is clearly identified at the time of delivery as not being confidential.


 


Section
10.09       Setoff.


 


In addition to any rights and remedies of the
Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and
the Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from
time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of
each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing
by, such Lender and its Affiliates or the Administrative Agent to or for the credit or the account of the respective Loan Parties
and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder
or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate
shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured
or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify
the Borrower 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 setoff and application. The rights of the Administrative Agent and
each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the
Administrative Agent and such Lender may have at Law.


 



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Section
10.10       Interest Rate Limitation.


 


Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an
amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


Section
10.11       Counterparts;
Electronic Execution.


 


(a)               
This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature
page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement
and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed
by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness
of any document or signature delivered by telecopier.


 


(b)               
The
words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other
Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures or electronic records, 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.


 



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Section
10.12       Integration; Termination.


 


This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other
Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in
favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party,
but rather in accordance with the fair meaning thereof.


 


Section
10.13       Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto
or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties
have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


Section
10.14       Severability.


 


If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of
this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close
as possible to that of the illegal, invalid or unenforceable provisions; provided, that, the Lenders shall charge no fee
in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


Section
10.15       GOVERNING LAW.


 


(a)               
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 



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(b)                ANY
LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF
MANHATTAN) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE
COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH
AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION
10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY APPLICABLE LAW.


 





Section
10.16       WAIVER OF RIGHT TO TRIAL BY JURY.


 


EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
10.17       Binding Effect.


 


This Agreement shall become effective when it shall
have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender that each such Lender has
executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective
successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right
to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section
7.04.


 



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Section 10.18      USA
Patriot Act.


 


Each Lender that is subject to the USA Patriot Act
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes
the name, address and tax identification number of such Loan Party and other information regarding such Loan Party that will allow such
Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the USA Patriot Act. This notice is
given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.


 


Section
10.19       No Advisory or Fiduciary Responsibility.


 


In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each
Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between
the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders,
on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each is and
has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will
not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B)
neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective
Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the
Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or
any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that
it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency
or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


Section
10.20       ABL Intercreditor Agreement.


 


The Administrative Agent is authorized to
enter into the ABL Intercreditor Agreement, and each of the parties hereto acknowledges that it has received a copy of the ABL
Intercreditor Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender (a) hereby consents to the
subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor
Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor
Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement and any
amendments or supplements expressly contemplated thereby, including the Replacement Intercreditor Agreement, and to subject the
Liens on the ABL Priority Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement. The foregoing
provisions are intended as an inducement to the ABL Claimholders to extend credit to the borrowers under the ABL Credit Agreement
and such ABL Claimholders are intended third-party beneficiaries of such provisions and the provisions of the ABL Intercreditor
Agreement. The provisions of this Section 10.20 are for the sole benefit of the Lenders and the Administrative Agent and
shall not afford any right to, or constitute a defense available to, any Loan Party. In the event of any conflict between the terms
of this Agreement and the terms of the ABL Intercreditor Agreement, the terms of the ABL Intercreditor Agreement shall control.


 



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Section
10.21       Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.


 


Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


(a)               
the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
or any Loan Document which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)               
the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)              
a
reduction in full or in part or cancellation of any such liability;


 


(ii)             
a conversion
of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
and/or


 


(iii)              
the variation
of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.


 


Section
10.22       Acknowledgement
Regarding Any Supported QFCs. 


 


To
the extent that the Loan Documents provide support, through a guarantee or otherwise, for Term Loan Secured Hedge Agreements or any other
agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the
Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support
(with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States):


 



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(a)               
 In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


ARTICLE
XI.

GUARANTEE


 


Section
11.01       The Guarantee.


 


Each Guarantor hereby jointly and severally with
the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns,
the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise)
of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title
11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor
Relief Laws) on the Loans made by the Lenders to, and the Term Notes held by each Lender of, the Borrower (other than such Guarantor),
and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Term Loan Secured
Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed
Obligations”); provided, that notwithstanding the foregoing, with respect to any Guarantor, Guaranteed Obligations shall
not include Excluded Swap Obligations of such Guarantor. The Guarantors hereby jointly and severally agree that if the Borrower or other
Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations,
the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time
of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or renewal.


 


Section
11.02       Obligations Unconditional.


 


The obligations of the Guarantors under Section
11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and
unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed
Obligations of the Borrower under this Agreement, the Term Notes, if any, or any other agreement or instrument referred to herein or
therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and,
irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a
surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence
of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute,
irrevocable and unconditional under any and all circumstances as described above:


 



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(i)              
at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or
compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


 


(ii)             
any of the acts mentioned in any of the provisions of this Agreement or the Term Notes, if any, or any other agreement or instrument
referred to herein or therein shall be done or omitted;


 


(iii)               the maturity of any of the Guaranteed
Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents
or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of
any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged
in whole or in part or otherwise dealt with;


 


(iv)              
any Lien or security interest granted to, or in favor of, any Secured Party or Agent as security for any of the Guaranteed Obligations
shall fail to be perfected; or


 


(v)             
the release of any other Guarantor pursuant to Section 11.09.


 


The Guarantors hereby expressly waive
diligence, presentment, demand of payment, invalidity or enforceability of Guaranteed Obligations, amendments or waivers of any
Guaranteed Obligations, non-perfection of any Collateral and any other circumstance that might constitute a defense of the Borrower
or the Guarantors, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party
exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Term Notes, if any, or any other
agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for,
any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation,
renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any
Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the
Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this
Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without
regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties,
and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the
Secured Parties or any other Person at any time of any right or remedy against the Borrower or against any other person which may be
or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee
therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of
the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this
Agreement there may be no Guaranteed Obligations outstanding.


 



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Section
11.03       Reinstatement.


 


The obligations of the Guarantors under this Article
XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan
Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or otherwise.


 


Section
11.04       Subrogation; Subordination.


 


Each Guarantor hereby agrees that until the payment
and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under
this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance
by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the
Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party to any Person that is
not a Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Obligations in
the manner set forth in the Intercompany Note evidencing such Indebtedness.


 


Section
11.05       Remedies.


 


The Guarantors jointly and severally agree that,
as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Term Notes, if any, may be declared
to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances
provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration
(or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower)
shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.


 



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Section 11.06      Instrument
for the Payment of Money.


 


Each Guarantor hereby acknowledges that the guarantee
in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Secured Party or Agent, at its
sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action
under New York CPLR Section 3213.


 


Section
11.07       Continuing Guarantee.


 


The guarantee in this Article XI is a continuing
guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.


 


Section
11.08       General Limitation on Guarantee Obligations.


 


In any action or proceeding involving any state corporate,
limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization
or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise
be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability
shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced
to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and
not subordinated to the claims of other creditors as determined in such action or proceeding.


 


Section
11.09       Release of Guarantors.


 


If,
in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of
any Subsidiary Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Subsidiary
Guarantor becomes an Excluded Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred
Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically
released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any
Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests
of the Transferred Guarantor, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall
be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent
shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this
Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, that no Guarantor shall be released
as provided in this paragraph if (i)
such Guarantor continues to be a guarantor in respect of any Indebtedness incurred pursuant to Section 7.03(r), the 20212028
Notes, the 20242031
Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured
Refinancing Debt, any Junior Financing or any Permitted Refinancing of any of the foregoing or
(2) such Guarantor becomes an Excluded Subsidiary solely under clause (a) of the definition of “Excluded Subsidiary” unless
at the time such Guarantor ceases to be a Restricted Subsidiary that is a wholly owned Restricted Subsidiary, the primary purpose (as
reasonably determined by the Borrower) of such transaction was not to evade the guarantee required pursuant to this Agreement.


 



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When all Commitments hereunder have terminated (other
than (A) contingent indemnification obligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which
arrangements satisfactory to the applicable Hedge Bank shall have been made), and all Loans or other Obligation hereunder which are accrued
and payable have been paid or satisfied, this Agreement and the Guarantees made herein shall terminate with respect to all Obligations,
except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.


 


Section
11.10       Right of Contribution.


 


Each Guarantor hereby agrees that to the extent
that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate
share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section
11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the
Administrative Agent and the Secured Parties, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Secured
Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.


 


Section
11.11       Keepwell.


 


Each Guarantor that is a Qualified ECP Guarantor
at the time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes
effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to
provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified
Loan Party from time to time to honor all of its Guaranteed Obligations under this Agreement and the other Loan Documents in respect of
such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering
such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11 voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under
this Section shall remain in full force and effect until the payment in full of the Obligations. Each Qualified ECP Guarantor intends
this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 



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Section 11.12      Excluded
Swap Obligations Limitation.


 


Notwithstanding anything in this Article XI to
the contrary, no Guarantor shall be required to make any payment pursuant to this Guarantee to any party, and the right of set-off provided
in Section 10.09 shall not apply with respect to any Guarantor, in each case, with respect to Excluded Swap Obligations, if any, of such
Guarantor.


 


Section
11.13Acknowledgement and Consent to Bail-In of EEA Financial Institutions.


 


 


Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder or any Loan
Document which may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its
parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
and/or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 



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EXHIBIT B


 


JOINDER AGREEMENT


 


JOINDER AGREEMENT, dated as
of [ ], 2021 (this “Agreement”), by and among BARCLAYS BANK PLC (the “Term B-5 Lender”), Prestige
Brands, Inc. (the “Borrower”), and BARCLAYS BANK PLC (the “Administrative Agent”).


 


RECITALS:


 


WHEREAS, reference is hereby
made to the Credit Agreement, dated as of January 31, 2012 (as amended by Amendment No. 1 thereto, dated as of February 21, 2013, Amendment
No. 2 thereto dated as of September 3, 2014, Amendment No. 3 thereto dated as of May 8, 2015, Amendment No. 4 thereto dated as of January
26, 2017, Amendment No. 5 thereto dated as of March 21, 2018 and as further amended, supplemented, amended and restated or otherwise modified
from time to time, the “Credit Agreement”) among PRESTIGE CONSUMER HEALTHCARE INC., a Delaware corporation (“Holdings”),
PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”), the other Guarantors from time to time party thereto,
each lender from time to time party thereto and BARCLAYS BANK PLC, as Administrative Agent and the other Agents named therein (capitalized
terms used but not defined herein having the meaning provided in the Credit Agreement (as amended by Amendment No. 6 thereto dated as
of the date hereof));


 


WHEREAS, subject to the terms
and conditions of the Credit Agreement, the Borrower may establish Incremental Commitments (the “Term B-5 Commitments”)
with existing Lenders and/or Additional Lenders; and


 


WHEREAS, subject to the terms
and conditions of the Credit Agreement, the parties hereto agree that the Term B-5 Lender shall become a Lender and provide its Term B-5
Commitments pursuant to this Joinder Agreement;


 


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


 


The
Term B-5 Lender hereby agrees to provide the Term B-5 Commitment set forth on its signature page hereto pursuant to and in accordance
with Sections 2.01(f) and 2.14 of the Credit Agreement. The Term B-5 Commitments provided pursuant to this Agreement shall be subject
to all of the terms in the Credit Agreement and to the conditions set forth in the Credit Agreement, and shall be entitled to all the
benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and
ratably from the Guarantees and security interests created by the Collateral Documents. For the avoidance of doubt, the Term B-5
Lender hereby consents to Amendment No. 6 to the Credit Agreement.


 


The Term B-5 Lender, the Borrower
and the Administrative Agent acknowledge and agree that the Term B-5 Commitments provided pursuant to this Agreement shall constitute
Incremental Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents. The Term B-5 Lender hereby agrees
to make the Term B-5 Loan to the Borrower in an amount equal to its Term B-5 Commitment on the Amendment No. 6 Effective Date in accordance
with Section 2.01(f) of the Credit Agreement (as amended by Amendment No. 6).


 




     


     


    

 


The Term B-5 Lender (i) confirms
that it has received a copy of the Credit Agreement and the other Loan Documents (including Amendment No. 6), together with copies of
the financial statements referred to therein and such other documents and information as it has deemed necessary to make its own credit
analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents
as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental
thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.


 


Upon (i) the execution of
a counterpart of this Agreement by the Term B-5 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative
Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, the Term B-5 Lender shall
become a Lender under the Credit Agreement and shall have its Term B-5 Commitment set forth on its signature page hereto, effective as
of the Amendment No. 6 Effective Date.


 


This Agreement may not be
amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.


 


This Agreement, the Credit
Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and
thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect
to the subject matter hereof.


 


THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.


 


This Agreement may be executed
in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The words
 “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to
include electronic signatures or electronic records, 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.


 


[signature pages follow]


 




     


     


    

 


	 	BARCLAYS BANK PLC
	 	as Term B-5 Lender
	 	 
	 	By:	/s/ Regina Tarone
	 	 	Name:  Regina Tarone
	 	 	Title:    Managing Director
	 	 
	 	Term B-5 Commitments:
	 	 
	 	$600,000,000



 


[Prestige Brands – Signature Page to Amendment No. 6 Joinder
Agreement (Term Loan)]


 



    


     


    




 


	 	PRESTIGE BRANDS, INC.
	 	 
	 	By:	/s/ Christine Sacco
	 	 	Name:  Christine Sacco
	 	 	Title:    Chief Financial Officer



 


[Prestige Brands – Signature Page to Amendment No. 6 Joinder
Agreement (Term Loan)]


 



    


     


    




 


	Accepted:	 
	 	 
	BARCLAYS BANK PLC,	 
	as Administrative Agent	 
	 	 
	By:	/s/ Regina Tarone	 
	 	Name:  Regina Tarone	 
	 	Title:    Managing Director	 



 


[Prestige Brands – Signature Page to Amendment No. 6 Joinder
Agreement (Term Loan)]