Exhibit 10.7


 


 


CREDIT AGREEMENT 

dated as of [__], 2019



among


 


Tradeweb
Markets LLC, 

as Borrower,


 


The Lenders Party Hereto


 


and


 


CITIBANK,
n.a.,

as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender


 


Citigroup
Global Markets Inc., 

JPMorgan Chase Bank, N.A., 

and

Morgan Stanley Senior Funding, Inc., 

as Joint Lead Arrangers and Joint Bookrunners


 


JPMorgan
Chase Bank, N.A., 

as Syndication Agent


 


Morgan
Stanley Senior Funding, Inc., and


Goldman
Sachs Bank USA

as Documentation Agent


 





 




     


     


    

 


TABLE OF CONTENTS





 





	Article I. DEFINITIONS	1
	Section 1.01	Defined Terms	1
	Section 1.02	[Reserved]	44
	Section 1.03	Terms Generally; Times of Day	44
	Section 1.04	Accounting Terms; GAAP	45
	Section 1.05	Pro Forma Calculations	45
	Section 1.06	Letter of Credit Amounts	45
	Section 1.07	Exchange Rates; Currency Equivalents	46
	Section 1.08	Additional Alternative Currencies	46
	Section 1.09	Change of Currency	47
	Section 1.10	Limited Condition Transactions	47
	 	 	 
	Article II. THE CREDITS	49
	Section 2.01	Commitments	49
	Section 2.02	Funding of Loans	49
	Section 2.03	Requests for Borrowings	49
	Section 2.04	Swing Line Loans	51
	Section 2.05	Letters of Credit	54
	Section 2.06	Termination and Reduction of Commitments	61
	Section 2.07	Repayment of Loans; Evidence of Debt	62
	Section 2.08	[Reserved]	62
	Section 2.09	Prepayment of Loans	63
	Section 2.10	Fees	63
	Section 2.11	Interest	64
	Section 2.12	Alternate Rate of Interest	65
	Section 2.13	Increased Costs	65
	Section 2.14	Break Funding Payments	67
	Section 2.15	Taxes	68
	Section 2.16	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	71
	Section 2.17	Mitigation Obligations; Replacement of Lenders	73
	Section 2.18	Incremental Revolving Commitments	73
	Section 2.19	Extension Option	74
	 	 	 
	Article III. REPRESENTATIONS AND WARRANTIES	75
	Section 3.01	Organization; Powers	75
	Section 3.02	Authorization; Enforceability	75
	Section 3.03	Governmental Approvals; No Conflicts	75
	Section 3.04	Financial Condition; No Material Adverse Change	76
	Section 3.05	Properties	76
	Section 3.06	Litigation and Environmental Matters	76
	Section 3.07	Compliance with Laws	76
	Section 3.08	Investment Company Status	76
	Section 3.09	Taxes	77
	Section 3.10	ERISA	77



 






    -i-


     


    




 


	Section 3.11	Disclosure	77
	Section 3.12	Insurance	77
	Section 3.13	Federal Reserve Regulations	77
	Section 3.14	OFAC	77
	Section 3.15	Anti-Corruption Laws and Patriot Act	78
	Section 3.16	Security Documents	78
	Section 3.17	Solvency	78
	 	 	 
	Article IV. CONDITIONS	79
	Section 4.01	Conditions to the Closing Date	79
	Section 4.02	Each Credit Event	81
	 	 	 
	Article V. AFFIRMATIVE COVENANTS	81
	Section 5.01	Financial Statements and Other Information	82
	Section 5.02	Notices of Material Events	84
	Section 5.03	Existence; Conduct of Business	84
	Section 5.04	Payment of Taxes	84
	Section 5.05	Maintenance of Properties	84
	Section 5.06	Insurance	85
	Section 5.07	Books and Records; Inspection and Audit Rights	85
	Section 5.08	Compliance with Laws	85
	Section 5.09	Use of Proceeds and Letters of Credit	86
	Section 5.10	Additional Collateral; Additional Guarantors	86
	Section 5.11	Further Assurances	87
	Section 5.12	Designation of Subsidiaries	87
	 	 	 
	Article VI. NEGATIVE COVENANTS	87
	Section 6.01	Indebtedness	88
	Section 6.02	Liens	90
	Section 6.03	Fundamental Changes	93
	Section 6.04	Investments	93
	Section 6.05	Restricted Payments	95
	Section 6.06	Transactions with Affiliates	97
	Section 6.07	Interest Coverage Ratio	98
	Section 6.08	Leverage Ratio	98
	 	 	 
	Article VII. EVENTS OF DEFAULT	98
	Section 7.01	Event of Default	98
	Section 7.02	Right to Cure	101
	Section 7.03	Application of Funds	101
	 	 	 
	Article VIII. REGARDING THE ADMINISTRATIVE AGENT	103
	 	 	 
	Article IX. MISCELLANEOUS	107
	Section 9.01	Notices	107
	Section 9.02	Waivers; Amendments	108
	Section 9.03	Expenses; Indemnity; Damage Waiver	110






 



    -ii-


     


    

 


	Section 9.04	Successors and Assigns	112
	Section 9.05	Survival	115
	Section 9.06	Counterparts; Integration; Effectiveness	116
	Section 9.07	Severability	116
	Section 9.08	Right of Setoff	116
	Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	116
	Section 9.10	WAIVER OF JURY TRIAL	117
	Section 9.11	Collateral and Guaranty Matters	117
	Section 9.12	Collateral/Guarantee Release Event	118
	Section 9.13	Confidentiality	119
	Section 9.14	Interest Rate Limitation	119
	Section 9.15	USA Patriot Act	120
	Section 9.16	No Advisory or Fiduciary Responsibility	120
	Section 9.17	Judgment Currency	121
	Section 9.18	Electronic Execution of Assignments and Certain Other Documents	121
	Section 9.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	121
	Section 9.20	Headings	122
	Section 9.21	Certain ERISA Matters	122
	 	 	 
	Article X. GUARANTY	124
	Section 10.01	The Guaranty	124
	Section 10.02	Obligations Unconditional	124
	Section 10.03	Reinstatement	125
	Section 10.04	Subrogation; Subordination	125
	Section 10.05	Remedies	126
	Section 10.06	Instrument for the Payment of Money	126
	Section 10.07	Continuing Guaranty	126
	Section 10.08	General Limitation on Guarantee Obligations	126
	Section 10.09	Information	126
	Section 10.10	Release of Guarantors	126
	Section 10.11	Right of Contribution	126
	Section 10.12	Cross-Guaranty	127




 





	SCHEDULES:	 
	 	 
	Schedule 2.01	Commitments
	Schedule 3.06	Disclosed Matters
	Schedule [    ]	Subsidiaries
	Schedule 6.02	Existing Liens
	Schedule 6.02	Existing Investments
	Schedule 7.01(g)	Investments in Swap Contracts
	Schedule 9.01	Administrative Agent’s Office







 













    -iii-


     


    

 


EXHIBITS:


 





	Exhibit A	Form of Assignment and Assumption
	Exhibit B	Form of Borrowing Request
	Exhibit C	Form of United States Tax Compliance Certificate
	Exhibit E	Form of Perfection Certificate
	Exhibit F	Form of Intercompany Note
	Exhibit G	Form of Security Agreement
	Exhibit H-1	Form of Pari Passu Intercreditor Agreement
	Exhibit H-2	Form of Junior Lien Intercreditor Agreement




 







    -iv-


     


    

 


CREDIT AGREEMENT, dated
as of [__], 2019 (this “Agreement”), among Tradeweb Markets LLC,
a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, and CITIBANK,
n.a., as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender.


 


The Borrower has requested
that the Revolving Lenders extend credit in the form of Revolving Loans and the Issuing Banks issue Letters of Credit, in each
case at any time and from time to time during the Revolving Availability Period in an initial principal amount not to exceed $500,000,000.
In addition, the Borrower may request that the Lenders or prospective Additional Lenders agree to provide Incremental Revolving
Commitments pursuant to Section 2.18 from time to time on or after the Closing Date in an aggregate amount not to exceed
$250,000,000.


 


The Lenders are willing
to extend such credit to the Borrower, and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrower,
on the terms and subject to the conditions set forth herein.


 


Accordingly, the parties
hereto agree as follows:


 


Article I.

DEFINITIONS


 


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


 


“ABR”
means, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Base Rate.


 


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


 


“Acquisition
Holiday” shall have the meaning provided in Section 6.08.


 


“Additional
Lenders” has the meaning assigned to such term in Section 2.18(b).


 


“Administrative
Agent” means Citibank, n.a., in its capacity as administrative agent for
the Lenders hereunder, and its successors in such capacity as provided in Article VIII.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01,
or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.


 


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


 


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


 




     


     


    

 


“Agent Parties”
has the meaning set forth in Section 9.01.


 


“Agreement”
has the meaning assigned to such term in the preamble hereto.


 


“Agreement
Currency” has the meaning assigned to such term by Section 9.17.


 


“Alternative
Currency” means each of Euro, Sterling and each other currency (other than Dollars) that is approved in accordance with
Section 1.08.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternative Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may
be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.


 


“Anti-Corruption
Laws” means the Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and other anti-corruption
or anti-bribery laws and regulations applicable to the Borrower or its Subsidiaries from time to time.


 


“Applicable
Percentage” means, at any time with respect to any Revolving Lender, the percentage, rounded to the ninth decimal
place, of the aggregate Revolving Commitments represented by such Revolving Lender’s Revolving Commitment
at such time. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based
upon the Revolving Commitments most recently in effect, giving effect to any assignments of Revolving Loans and LC Exposures
that occur after such termination or expiration.


 


“Applicable
Rate” means, a percentage per annum equal to (i) in the case of Eurocurrency Loans and Letter of Credit fees, 1.75%,
and (ii) in the case of ABR Loans, 0.75%.


 


“Applicable
Requirements” means, in respect of any Indebtedness, that such Indebtedness satisfies the following requirements:


 


(a)          other
than customary “bridge” facilities, so long as the long-term Indebtedness into which such customary “bridge”
facility is to be converted or exchanged satisfies the requirements of this clause (a) and such conversion or exchange is subject
only to conditions customary for similar conversions or exchanges, (i) if such Indebtedness is secured on a pari passu
basis with the Obligations, such Indebtedness does not mature prior to the Maturity Date and (ii) if such Indebtedness is
unsecured or secured on a junior-lien basis to the Obligations, such Indebtedness does not mature prior to the date that is 91 days
after the Maturity Date;


 


(b)          if
such Indebtedness is secured by the Collateral, a Senior Representative acting on behalf of the holders of such Indebtedness has
become party to an Intercreditor Agreement;


 


(c)          to
the extent such Indebtedness is secured, it is not secured by any property or assets other than the Collateral (it being agreed
that such Indebtedness shall not be required to be secured by all of the Collateral);


 


(d)          such
Indebtedness shall not be guaranteed by any Person other than any Loan Party and shall not have any obligors other than any Loan
Party; and


 




    	 	-2-	 



     


    

 


(e)          the
covenants and events of defaults in the definitive documentation for such Indebtedness (excluding pricing, optional prepayment
and optional redemption provisions) are (i) substantially identical to, or not materially less favorable (when taken as a
whole) to the Borrower and its Restricted Subsidiaries than, those set forth in the Loan Documents or (ii) on customary terms for
notes issuances at the time of incurrence, except, in each case for covenants or events of default contained in such Indebtedness
that are applicable only after the Maturity Date or that are also added to this Agreement for the benefit of the Lenders, which
amendment shall only require the consent of the Borrower and the Administrative Agent;


 


provided that, at the option of
the Borrower in its sole discretion, a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent
at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the
material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has
determined in good faith that such terms and conditions satisfy the requirements of this definition, shall be conclusive evidence
that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies the Borrower
within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis
upon which it disagrees).


 


“Approved
Counterparty” means (i) the Administrative Agent, the Collateral Agent, any Arranger any Lender or any Affiliate
thereof (a) at the time it entered into a Swap Contract or a Treasury Services Agreement, as applicable, in its capacity as
a party thereto, (b) with respect to a Swap Contract or a Treasury Services Agreement in effect as of the Closing Date, as
of the Closing Date, as applicable, in its capacity as a party thereto, and in the case of clause (a) or (b) notwithstanding
whether such Approved Counterparty may cease to be the Administrative Agent, the Collateral Agent, an Arranger, a Lender or an
Affiliate thereof thereafter, as applicable, and (ii) any other Person from time to time approved in writing by the Administrative
Agent (not to be unreasonably withheld, delayed or conditioned).


 


“Arrangers”
means Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., each in its capacity as
a joint lead arranger for the Revolving Facility.


 


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


 


“Auto-Renewal
Letter of Credit” has the meaning set forth in Section 2.05(a)(viii).


 


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


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule.


 


“Base Rate”
means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1⁄2 of
1.00%, (b) the Eurocurrency Rate plus 1.00% and (c) the rate of interest in effect for such day as publicly announced
from time to time by the Administrative Agent as its “prime rate” in effect at its principal office in New York City;
provided, that the Base Rate shall not be less than 1.00% per annum. Any change in such prime 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.


 




    	 	-3-	 



     


    

 


“Blackstone
Funds” means, individually or collectively, any investment fund, co-investment vehicles and/or other similar vehicles
or accounts, in each case managed or advised by an Affiliate of The Blackstone Group L.P., or any of their respective successors.


 


“Beneficial
Ownership Certification” means a certification regarding individual beneficial ownership required for any Borrower that
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.


 


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


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to 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.”


 


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


 


“Bona Fide
Debt Fund” means any fund or investment vehicle that is primarily engaged in the making, purchasing, holding or otherwise
investing in commercial loans, bonds and other similar extensions of credit in the ordinary course.


 


“Borrower”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Borrower
Materials” has the meaning set forth in Section 5.01.


 


“Borrowing”
means a Revolving Borrowing or a Swing Line Borrowing, as the context may require.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 or 2.04 which,
if in writing, shall be in the form of Exhibit B or such other form as may be approved by the Administrative Agent
or the Swing Line Lender, as applicable (including any form on an electronic platform or electronic transmission system as shall
be approved by the Administrative Agent or the Swing Line Lender, as applicable), appropriately completed and signed by a Responsible
Officer of the Borrower.


 


“Broker-Dealer
Subsidiary” means any Subsidiary that is registered as a broker-dealer pursuant to Section 15 of the Exchange Act
(as in effect from time to time) or that is regulated as a broker-dealer or underwriter under any foreign securities law (including
Dealerweb Inc., Tradeweb L.L.C. and Tradeweb Direct LLC).


 


“Business
Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under
the laws, rules, regulations, ordinances, codes or administrative or judicial authorities of, or in fact are closed in, New York
City and:


 


(a)          if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Dollars, any fundings, disbursements, settlements
and payments in Dollars in respect of any such Eurocurrency Loan, or any other dealings in Dollars to be carried out pursuant to
this Agreement in respect of any such Eurocurrency Loan, means any such day on which dealings in deposits in Dollars are conducted
by and between banks in the London interbank eurodollar market;


 




    	 	-4-	 



     


    

 


(b)          if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Loan, means a TARGET Day;


 


(c)          if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in a currency other than Dollars or Euro,
means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency; and


 


(d)          if
such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of
a Eurocurrency Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars
or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan (other than any interest rate settings),
means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such
currency.


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP. Notwithstanding anything to the contrary in this Agreement,
for purposes of calculations made pursuant to the terms of this Agreement, and otherwise determining what constitutes Indebtedness
hereunder, no effect shall be given to FASB ASC 842 (or any other Accounting Standards Codification having a similar result or
effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required
to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease
under GAAP as in effect immediately prior to the effectiveness of the FASB ASC 842.


 


“Cash Collateral”
has the meaning set forth in Section 2.05(e).


 


“Cash Collateralize”
has the meaning set forth in Section 2.05(e).


 


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


 


(e)          dollars;


 


(f)          (i)
cash in such local currencies held by the Borrower or any Restricted Subsidiary from time to time in the ordinary course of business
or consistent with past practice, (ii) Canadian Dollars or (iii) Sterling, euros or any national currency of any participating
member state of the Economic and Monetary Union (EMU);


 


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


 




    	 	-5-	 



     


    

 


(h)          certificates
of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand
deposits, bankers’ acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case with any
domestic or foreign commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000
(or the dollar equivalent thereof in foreign currencies as of the date of determination) in the case of non-U.S. banks;


 


(i)          repurchase
obligations for underlying securities of the types described in clauses (c), (d), (f) and (g) entered into with any financial institution
or recognized securities dealer meeting the qualifications specified in clause (d) above;


 


(j)          commercial
paper and variable or fixed rate notes rated at least P-2 by Moody’s, at least A-2 by S&P or at least F-2 by Fitch (or,
if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally
recognized statistical Rating Agency) and in each case maturing within 24 months after the date of creation thereof;


 


(k)          marketable
short-term money market and similar funds having a rating of at least P-2, A2 or F-2 from Moody’s, S&P or Fitch, respectively
(or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another
nationally recognized statistical Rating Agency);


 


(l)          readily
marketable direct obligations issued by, or unconditionally guaranteed by, any state, commonwealth or territory of the United States
or any political subdivision or taxing authority thereof, in each case having an investment grade rating from either Moody’s,
S&P or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating
from another nationally recognized statistical Rating Agency) with maturities of 24 months or less from the date of acquisition;


 


(m)          readily
marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof,
in each case having an investment grade rating from either Moody’s, S&P or Fitch (or, if at any time none of Moody’s,
S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical Rating Agency)
with maturities of 24 months or less from the date of acquisition;


 


(n)          Investments
with average maturities of 24 months or less from the date of acquisition in money market funds rated A (or the equivalent thereof)
or better by S&P, A-2 (or the equivalent thereof) or better by Moody’s or F-2 by Fitch (or, if at any time none of Moody’s,
S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical Rating Agency);


 


(o)          securities
with maturities of 24 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution
or recognized securities dealer meeting the qualifications specified in clause (d) above;


 




    	 	-6-	 



     


    

 


(p)          (i)
Indebtedness issued by Persons with a rating of “A” or higher from S&P, “A2” or higher from Moody’s
or “A” or higher from Fitch with maturities of 24 months or less from the date of acquisition and (ii) preferred stock
of Persons meeting criteria for clause (i) having an investment grade rating from either Moody’s, S&P or Fitch (or, if
at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally
recognized statistical Rating Agency); and


 


(q)          investment
funds investing at least 90% of their assets in securities of the types described in clauses (a) through (l) above.


 


In the case of Investments
by the Borrower or any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States
of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through
(g) and clauses (j), (k), (l) and (m) above of foreign obligors, which Investments or obligors
(or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies
and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal
investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (m)
and in this paragraph.


 


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


 


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


 


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


 


“Change in
Control” means:


 


(r)          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),
other than (i) any combination of the Permitted Holders or (ii) any “group” including any Permitted Holders
(provided that Permitted Holders beneficially own more than 50% of all voting interests beneficially owned by such “group”),
shall have acquired beneficial ownership of more than 50%, on a fully diluted basis, of the voting interests in the Borrower’s
Equity Interests; or


 


(s)          the
occurrence of a “change in control” (or similar event, however defined), as defined in any indenture or agreement in
respect of Material Indebtedness of the Borrower or any Restricted Subsidiary.


 


Notwithstanding the
preceding or any provision of Section 13d-3 or 13d-5 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially
own Equity Interests subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar
agreement until the consummation of the acquisition of the Equity Interests in connection with the transactions contemplated by
such agreement, (ii) if any group (other than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding
Equity Interests of the Borrower owned, directly or indirectly, by any Permitted Holders that are part of such group shall not
be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change
in Control has occurred and (iii) a Person or group will not be deemed to beneficially own the Equity Interests of another
Person as a result of its ownership of the Equity Interests or other securities of such other Person’s parent entity (or
related contractual rights) unless it owns 50% or more of the total voting power of the Equity Interests entitled to vote for the
election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body)
of such parent entity.


 




    	 	-7-	 



     


    

 


“Change in
Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change
in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of
this Agreement or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.13(b), by any lending
office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.
It is understood and agreed that (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines and 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.


 


“Charges”
has the meaning set forth in Section 9.14.


 


“Closing Date”
means the first Business Day on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02), which date is [__], 2019.


 


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


 


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


 


“Collateral
Agent” means Citibank, n.a., in its capacity as collateral agent in its
own name under any of the Loan Documents, or any successor collateral agent.


 


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


 


(t)          the
Collateral Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)
or from time to time pursuant to Section 5.10, Section 5.11 or the Security Agreement, subject to the limitations
and exceptions of this Agreement, duly executed by each Loan Party party thereto;


 


(u)          the
Obligations shall have been guaranteed by each Restricted Subsidiary of the Borrower (other than the Excluded Subsidiaries) pursuant
to the Guaranty;


 


(v)         the
Obligations and the Guaranty shall have been secured pursuant to the Security Agreement by a first-priority perfected security
interest in all Equity Interests of each Restricted Subsidiary (that is not an Excluded Subsidiary (other than any Restricted Subsidiary
that is an Excluded Subsidiary solely pursuant to clause (f) or (j) of the definition thereof)) directly owned
by any Loan Party, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (and
the Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together
with undated stock powers or other instruments of transfer with respect thereto endorsed in blank);


 




    	 	-8-	 



     


    

 


(w)          all
Pledged Debt owing to the Borrower or any other Loan Party (any such Pledged Debt owing to the Borrower or any Loan Party from
any Restricted Subsidiary, the “Pledged Intercompany Debt”), that is evidenced by a promissory note shall have
been delivered to the Collateral Agent pursuant to the Security Agreement and the Collateral Agent shall have received all such
promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;


 


(x)          the
Obligations and the Guaranty shall have been secured by a perfected security interest in substantially all now owned or at any
time hereafter acquired tangible and intangible assets of each Loan Party (including Equity Interests, intercompany debt, accounts,
inventory, equipment, investment property, contract rights, IP Rights, other general intangibles and proceeds of the foregoing),
in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents, in each
case with the priority required by the Collateral Documents;


 


(y)          except
as otherwise contemplated by this Agreement or any Collateral Document, all certificates, agreements, documents and instruments,
including Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and United
States Copyright Office, required by the Collateral Documents, applicable law or reasonably requested by the Collateral Agent to
be filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect
such Liens to the extent required by, and with the priority required by, the Collateral Documents and the other provisions of the
term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Collateral
Agent for filing, registration or recording; and


 


(z)          after
the Closing Date, each Restricted Subsidiary of the Borrower that is not then a Guarantor and not an Excluded Subsidiary shall
become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Sections 5.10 or 5.11 and
a party to this Agreement pursuant to the Collateral Documents in accordance with Section 5.10; provided that notwithstanding
the foregoing provisions, any Subsidiary of the Borrower that Guarantees any Indebtedness that in the aggregate constitutes Material
Indebtedness (other than Indebtedness incurred pursuant to Section 6.01(s)) of any Loan Party shall be a Guarantor hereunder
for so long as it Guarantees such Indebtedness.


 


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


 




    	 	-9-	 



     


    

 


(A)         the
foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges
of, security interests in, mortgages on, or taking other actions with respect to the following (collectively, the “Excluded
Assets”): (i) any property or assets owned by any Foreign Subsidiary (unless such Subsidiary becomes a Loan Party),
any Unrestricted Subsidiary (unless such Subsidiary becomes a Guarantor at the option of the Borrower) or any Subsidiary which
is not a Loan Party, (ii) any lease, license, contract, agreement or other general intangible or any property subject to a
purchase money security interest, Capital Lease Obligation or similar arrangement, in each case permitted under this Agreement,
to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract, agreement
or other general intangible, Capital Lease Obligation or purchase money arrangement or create a right of termination in favor of
any other party thereto (other than a Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform
Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed
effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, (iii) any interest in
fee owned real property, (iv) any interest in leased real property (including any requirement to deliver landlord waivers,
estoppels and collateral access letters), (v) motor vehicles, aircrafts, airframes, aircrafts engines or helicopters and other
assets subject to certificates of title, (vi) Margin Stock and Equity Interests of any Person (other than each Wholly-Owned
Subsidiary of the Borrower that is a Restricted Subsidiary (that is also not an Excluded Subsidiary (other than any Restricted
Subsidiary that is an Excluded Subsidiary solely pursuant to clause (f) or (j) of the definition thereof)),
(vii) 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, that granting a security
interest in such trademark application prior to such filing would impair the enforceability or validity, or result in the voiding,
of such trademark application (or any registration that may issue therefrom) under applicable federal Law, (viii) any property
or assets to the extent a security interest therein would result in material adverse tax consequences to the Borrower or any direct
or indirect Subsidiaries of the Borrower, as reasonably determined by the Borrower in consultation with the Administrative Agent,
(ix) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security in any
such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the anti-assignment
provision of the Uniform Commercial Code and other applicable law, other than proceeds and receivables thereof, the assignment
of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition
or restriction, (x) any assets to the extent pledges and security interests therein are prohibited or restricted by applicable
law whether on the Closing Date or thereafter (including any requirement to obtain the consent of any governmental authority or
third party (other than a Loan Party)), (xi) all commercial tort claims, (xii) any deposit accounts, securities accounts
or any similar accounts (including securities entitlements) (in each case, other than proceeds of Collateral) and any other accounts
used solely as payroll and other employee wage and benefit accounts, tax accounts (including, without limitation, sales tax accounts)
and any tax benefits accounts, escrow accounts, fiduciary or trust accounts and any funds and other property held in or maintained
in any such accounts, (xiii) letter of credit rights, except to the extent constituting a supporting obligation for other
Collateral as to which perfection of the security interest in such other Collateral may be accomplished by the filing of a Uniform
Commercial Code 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 Uniform Commercial Code financing statement), (xiv) cash and Cash Equivalents
(other than cash and Cash Equivalents to the extent constituting proceeds of Collateral), (xv) any particular assets if the
burden, cost or consequence (including any adverse tax consequence) of creating or perfecting such pledges or security interests
in such assets is excessive in relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents as reasonably
determined by the Borrower in consultation with the Administrative Agent, (xvi) voting Equity Interests in any Foreign Subsidiary
that is a CFC or any FSHCO, in each case, representing more than 65% of the voting power of all outstanding Equity Interests of
such CFC or FSHCO, (xvii) to the extent that pledges and security interests therein are prohibited or restricted by applicable
Law, Equity Interests in any Subsidiaries that are a Broker-Dealer Subsidiary, state chartered trust company, national trust company
or thrift limited to trust powers and (xviii) proceeds from any and all of the foregoing assets described in clauses (i)
through (xvii) above to the extent such proceeds would otherwise be excluded pursuant to clauses (i) through
(xvii) above;


 




    	 	-10-	 



     


    

 


(B)         (i)
the foregoing definition shall not require control agreements with respect to any cash, deposit accounts or securities accounts
or any other assets requiring perfection through control agreements; (ii) 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 or titled
outside of the U.S., including any IP Rights registered in any non-U.S. jurisdiction, 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)
and (iii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the
Uniform Commercial Code with respect to the Borrower or a Guarantor, the Loan Documents shall not contain any requirements as to
perfection or priority with respect to any assets or property described in clause (i) or (ii) of this clause (B);


 


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


 


(D)         that
in the event that a Foreign Subsidiary becomes a Guarantor such Loan Party shall grant a perfected lien on substantially all of
its assets pursuant to arrangements reasonably agreed between the Administrative Agent and the Borrower pursuant to documentation
and subject to customary limitations as may be reasonably be agreed between the Administrative Agent and the Borrower, and nothing
in the definition of “Excluded Asset” or other limitation in this Agreement shall in any way limit or restrict the
pledge of assets and property by any such Foreign Subsidiary that is a Guarantor or the pledge of the Equity Interests of such
Foreign Subsidiary by any other Loan Party that holds such Equity Interests; and


 


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


 


“Collateral
Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, each of the collateral
assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent or the Collateral
Agent pursuant to Section 4.01, Section 5.10 or Section 5.11 and each of the other agreements,
instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent or the Collateral Agent
for the benefit of the Secured Parties.


 


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


 


“Consolidated
Cash Interest Expense” means, for any period, the excess of (a) the sum of (i) the interest expense (including
imputed interest expense in respect of Capital Lease Obligations) of the Borrower and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness
of the Borrower or any Restricted Subsidiary that is required to be capitalized rather than included in consolidated interest expense
for such period in accordance with GAAP and (iii) any cash payments made during such period in respect of obligations referred
to in clause (b)(ii) below that were amortized or accrued in a previous period, minus (b) the sum of (i) to
the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of financing
costs paid in a previous period, (ii) to the extent included in such consolidated interest expense for such period, non-cash
amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period, (iii) to the extent
included in such consolidated interest expense for such period, any other non-cash amounts, (iv) any break funding payment
made pursuant to Section 2.14 and (v) interest expense in respect of Excluded Indebtedness.


 




    	 	-11-	 



     


    

 


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


 


(1)          increased
(without duplication) by the following, in each case (and to the extent applicable) to the extent deducted (and not added
back) in determining Consolidated Net Income for such period:


 


(aa)         (x)
provision for taxes based on income, profits or capital, including, without limitation, federal, state and foreign franchise and
similar taxes (such as the Delaware franchise tax) and withholding taxes (including any future taxes or other levies which replace
or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations),
(y) if the Borrower is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes
for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company (including
Public Company Parent) of the Borrower in respect of such period in accordance with Section 6.05 and (z) the net
tax expense associated with any adjustments made pursuant to clauses (a) through (q) of the definition of “Consolidated
Net Income”; plus


 


(bb)         Fixed
Charges for such period (including (u) amortization of OID resulting from the issuance of Indebtedness at less than par, (v) non-cash
interest payments (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of
Swap Obligations or other derivative instruments pursuant to GAAP), (w) non-cash rent expense, (x) net losses or any
obligations on Swap Obligations or other derivative instruments, (y) bank fees and other financing fees and (z) costs
of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Cash Interest Expense as
set forth in clause (b)(i) though (iv) in the definition thereof);plus


 


(cc)         the
total amount of depreciation and amortization expenses and capitalized fees, including, without limitation, the amortization of
intangible assets, deferred financing costs, debt issuance costs, commissions, fees and expenses, and any capitalized software
expenditures of the Borrower and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in
accordance with GAAP; plus


 


(dd)         the
amount of any equity-based or non-cash compensation charges or expenses, including any such charges or expenses arising from grants
of stock appreciation or similar rights, stock options, restricted stock or other rights; plus


 


(ee)         any
other non-cash charges, expenses or losses, including non-cash losses on the sale of assets and any write-offs or write-downs reducing
Consolidated Net Income for such period and any non-cash expense relating to the vesting of warrants (provided that if any
such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Borrower may
elect not to add back such non-cash charge in the current period and (B) 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 to such
extent), and excluding amortization of a prepaid cash item that was paid in a prior period; plus


 




    	 	-12-	 



     


    

 


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


 


(gg)         the
amount of consulting, transaction, advisory and other fees (including termination fees) and indemnities, costs and expenses paid
or accrued in such period to the Investors, the Borrower, any Permitted Holder or any Affiliate of a Permitted Holder, in each
case, to the extent permitted under Section 6.06; plus


 


(hh)         [reserved];
plus


 


(ii)           the
amount of loss or discount on sale of receivables, securitization assets and related assets; plus


 


(jj)           [reserved];
plus


 


(kk)         cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated
Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated
EBITDA pursuant to clause (2) below for any previous period and not added back; plus


 


(ll)           any
net losses, charges, expenses, costs or other payments (including all fees, expenses or charges related thereto) (i) from
disposed, abandoned or discontinued operations, (ii) in respect of facilities no longer used or useful in the conduct of the
business of the Borrower or its Restricted Subsidiaries, abandoned, closed, disposed or discontinued operations and any losses
on disposal of abandoned, closed or discontinued operations and (iii) attributable to business dispositions or asset dispositions
(other than in the ordinary course of business) as determined in good faith by the Borrower; plus


 


(mm)       [reserved];
plus


 


(nn)        [reserved];
plus


 


(oo)        the
amount of any gains or losses arising from embedded derivatives in the customer contracts of the Borrower or a Restricted Subsidiary;
plus


 


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


 


(pp)        non-cash
gains (including non-cash gains on the sale of assets) increasing Consolidated Net Income of the Borrower for such period, excluding
any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated
EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash
did not increase Consolidated EBITDA in such prior period; plus


 


(qq)        any
net income from disposed, abandoned, closed or discontinued operations or attributable to business dispositions or asset dispositions
(other than in the ordinary course of business) as determined in good faith by the Borrower; plus


 




    	 	-13-	 



     


    

 


(c)          to
the extent not otherwise resulting in a reduction in the Consolidated Net Income of the Borrower for such period, the amount of
Restricted Payments made pursuant to Section 5.0f(f)(i) and (iii).


 


There shall be included
in determining Consolidated EBITDA for any period, without duplication (which shall, for the avoidance of doubt, be calculated
on a Pro Forma Basis), (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any
Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the
extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted
Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired
Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary
during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such
Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to
such acquisition) and (B) for the purposes of compliance with the Financial Covenants, an adjustment in respect of each Acquired
Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period
(including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer
and delivered to the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed
EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed
of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that
they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed
of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed
of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into
an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual
Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof
occurring prior to such sale, transfer or disposition).


 


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 on March 31, 2018 and June 30, 2018, September 30, 2018, and December 31, 2018, Consolidated EBITDA
for such fiscal quarters shall be $[__] million, $[__] million, $[__] million and $[__] million, respectively, in each case, as
may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any
acquisitions, dispositions or conversions occurring after the Closing Date.


 


“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, and otherwise determined in accordance with GAAP and before any reduction in respect of preferred
stock dividends; provided, however, that, without duplication,


 




    	 	-14-	 



     


    

 


(rr)         any
after-Tax effect of extraordinary, exceptional, unusual or nonrecurring gains or losses less all fees and expenses relating thereto
(including any extraordinary, exceptional, unusual or nonrecurring operating expenses directly attributable to the implementation
of cost savings initiatives and any accruals or reserves in respect of any extraordinary, exceptional unusual or nonrecurring items,
charges or expenses (including relating to any multi-year strategic initiatives), Transaction Costs, restructuring and duplicative
running costs, restructuring charges or reserves, relocation costs, start-up or initial costs for any project or new production
line, division or new line of business, integration and facilities opening costs, facility consolidation and closing costs, severance
costs and expenses, one-time charges (including compensation charges), costs relating to pre-opening, opening and conversion costs
for facilities, losses, costs or cost inefficiencies related to facility or property disruptions or shutdowns, signing, retention
and completion bonuses, recruiting costs, costs incurred in connection with any strategic initiatives, transition costs, litigation
and arbitration costs and charges, expenses in connection with one-time rate changes, costs incurred in connection with acquisitions,
investments and dispositions (including travel and out-of-pocket costs, professional fees for legal, accounting and other services,
human resources costs (including relocation bonuses), litigation and arbitration costs, charges, fees and expenses (including settlements),
management transition costs, advertising costs, losses associated with temporary decreases in work volume and expenses related
to maintaining underutilized personnel) and non-recurring product and IP Rights development, other business optimization expenses
or reserves (including costs and expenses relating to business optimization programs and new systems design and costs or reserves
associated with improvements to IT and accounting functions, retention charges (including charges or expenses in respect of incentive
plans), system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings
initiatives, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded;


 


(ss)        at
the election of the Borrower with respect to any quarterly period, the cumulative after-Tax effect of a change in accounting principles
and changes as a result of the adoption or modification of accounting policies shall be excluded;


 


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


 


(uu)       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 other than in the ordinary course of business
shall be excluded;


 


(vv)        the
net income 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 converted, or having the ability to be converted, into cash or Cash Equivalents) to the Borrower or a Restricted
Subsidiary thereof in respect of such period;


 


(ww)      [reserved];


 


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


 




    	 	-15-	 



     


    

 


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


 


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


 


(aaa)      any
equity-based or non-cash compensation or similar charge or expense or reduction of revenue including any such charge, expense or
amount arising from grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other
rights or equity or equity-based incentive programs (“equity incentives”), any one-time cash charges associated
with the equity incentives or other long-term incentive compensation plans (including under deferred compensation arrangements
of the Borrower or any of its direct or indirect parent entities (including Public Company Parent) or subsidiaries), rollover,
acceleration, or payout of Equity Interests by management, future, present or former employees, directors, officers, managers,
members, partners, independent contractors or consultants or business partners of the Borrower or any of its direct or indirect
parent entities (including Public Company Parent) or subsidiaries, and any cash awards granted to future, present or former employees,
directors, officers, managers, members, partners, independent contractors or consultants or business partners of the Borrower and
its Subsidiaries in replacement for forfeited equity awards, shall be excluded;


 


(bbb)     any
fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
recapitalization, investment, asset sale, disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests of
the Borrower or its direct or indirect parent entities (including Public Company Parent), refinancing transaction or amendment
or modification of any debt instrument and including, in each case, any such transaction consummated on or prior to the Closing
Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such
period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance
of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic No. 805, Business Combinations), shall be excluded;


 


(ccc)      accruals
and reserves that are established or adjusted in connection with the Transactions or within 24 months after the closing of
any acquisition that are so required to be established or adjusted as a result of such acquisition in accordance with GAAP or changes
as a result of modifications of accounting policies shall be excluded;


 


(ddd)     any
expenses, charges or losses to the extent covered by insurance or indemnity 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 or indemnifying
party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable
event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period),
shall be excluded;


 




    	 	-16-	 



     


    

 


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


 


(fff)        [reserved];


 


(ggg)     the
following items shall be excluded:


 


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


 


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


 


(iii)          at
the election of the Borrower with respect to any quarterly period, effects of adjustments to accruals and reserves during a prior
period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks, and


 


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


 


(hhh)      if
such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such
period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company (including Public
Company Parent) in respect of the Borrower of such Person in respect of such period in accordance with Section 6.05 shall
be included in calculating Consolidated Net Income as though such amounts had been paid as taxes directly by such Person for such
period.


 


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


 


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


 


“Controlled
Investment Affiliate” means, as to any Person, any other Person, other than the Investors, which directly or indirectly
is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person
controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrower and/or other companies.


 




    	 	-17-	 



     


    

 


“CPPIB Funds”
means, individually or collectively, any investment fund, co-investment vehicles and/or other similar vehicles or accounts, in
each case managed or advised by an Affiliate of the Canadian Pension Plan Investment Board, or any of their respective successors.


 


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


 


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


 


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


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of comprehensive
Sanctions.


 


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


 


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


 


“Disqualified
Equity Interests” means Equity Interests that (a) mature or are mandatorily redeemable or subject to mandatory repurchase
or redemption or repurchase at the option of the holders thereof (other than solely for Equity Interests that do not constitute
Disqualified Equity Interests), in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation,
on a fixed date or otherwise, prior to the date that is 91 days after the Maturity Date (other than upon payment in full of
the Obligations, reduction of the LC Exposure to zero and termination of the Revolving Commitments or upon a “change in control;”
provided that any payment required pursuant to a “change in control” is contractually subordinated in right
of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent), or (b) are convertible or exchangeable,
automatically or at the option of any holder thereof, into any Indebtedness, Equity Interests or other assets other than Qualified
Equity Interests.


 


“Disqualified
Lenders” means (i) those Persons identified by the Borrower to the Administrative Agent in writing prior to the
date of this Agreement, (ii) competitors of the Borrower identified by the Borrower to the Administrative Agent in writing
from time to time and (iii) any Affiliate of any Person described in clause (i) or competitor described in clause (ii)
that is identified by the Borrower to the Administrative Agent in writing from time to time or reasonably identifiable solely by
name as an Affiliate of such Person, other than an Affiliate of such Person that is a Bona Fide Debt Fund or a regulated bank (or
lending affiliate thereof); provided that (x) no updates to the list of Disqualified Lenders shall be deemed to retroactively
disqualify any parties that have previously validly acquired an assignment or participation in respect of the Loans from continuing
to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not
Disqualified Lenders and (y) no updates to the list of Disqualified Lenders shall become effective prior to the date that
is 3 Business Days after notice has been provided to the Administrative Agent.


 




    	 	-18-	 



     


    

 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or
the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.


 


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


 


“Domestic
Subsidiary” means, with respect to any Person, any subsidiary of such Person that is not a Foreign Subsidiary.


 


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


 


“EMU Legislation”
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified
European currency.


 


“Environmental
Laws” means all treaties, laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices
or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment,
the preservation or reclamation of natural resources, or the generation, management, Release or threatened Release of any Hazardous
Material.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of medical monitoring,
costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties or
indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) any actual
or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant
to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Equivalents”
means all securities convertible into or exchangeable for Equity Interests, and all warrants, options or other rights to purchase
or subscribe for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.


 




    	 	-19-	 



     


    

 


“Equity Interests”
means shares, shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person.


 


“Equityholding
Vehicle” means any direct or indirect parent entity (including Public Company Parent). of the Borrower and any equityholder
thereof through which Management Stockholders hold Equity Interests of the Borrower or such parent entity (including Public Company
Parent).


 


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


 


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


 


“ERISA Event”
means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder,
with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) with respect to any Plan, a
failure to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA, whether or not
waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be,
in “at risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA), (e) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination
of any Plan, (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by the Borrower
or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan, (h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in
“endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305
of ERISA), (i) the withdrawal of the Borrower or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during
a plan year in which such entity 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, (j) the Borrower 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 or (k) any Foreign Benefit Event.


 


“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.


 


“Euro”
means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.


 


“Eurocurrency”
means, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Eurocurrency Rate.


 




    	 	-20-	 



     


    

 


“Eurocurrency
Rate” means:


 


(iii)         for
any Interest Period with respect to a Eurocurrency Loan denominated in Dollars or Sterling, the rate per annum equal to the London
Interbank Offered Rate (“LIBOR”), as published on the applicable Bloomberg screen page (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately
11:00 a.m. (London time), on the relevant Rate Determination Date for deposits in the relevant currency (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period; and


 


(jjj)         for
any Interest Period with respect to a Eurocurrency Loan denominated in Euros, the Euro interbank offered rate administered by the
European Money Markets Institute (or any other Person which takes over the administration of that rate) for the relevant period
displayed on the relevant Bloomberg page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) at approximately 11:00 a.m. (Brussels time) on the relevant Rate Determination Date
for deposits in Euros for delivery on the first day of such Interest Period with a term equivalent to such Interest Period


 


(kkk)      for
any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m.
(London time) determined [two Business Days] prior to such date for U.S. Dollar deposits with a term of one month commencing that
day;


 


provided that, with respect
to any Interest Period for which there is no applicable screen rate specified above, such screen rate shall be determined through
the use of straight-line interpolation by reference to two such rates, one of which shall be determined as if the length of the
period of such deposits were the period of time for which the rate for such deposits are available is the period next shorter than
the length of such Interest Period and the other of which shall be determined as if the period of time for which the rate for such
deposits are available is the period next longer than the length of such Interest Period as determined by the Administrative Agent.


 


Notwithstanding anything
to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall
be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that
the Required Lenders have determined, that:


 


(i)          
adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period for any currency,
including, without limitation, because the Eurocurrency Rate for such currency is not available or published on a current basis
and such circumstances are unlikely to be temporary; or


 


(ii)          
the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the Eurocurrency Rate for such currency shall no longer
be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability
Date”),


 




    	 	-21-	 



     


    

 


then, after such determination by the Administrative
Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend
this Agreement to replace the Eurocurrency Rate for such currency with an alternate benchmark rate (including any mathematical
or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market
in the United States in lieu of the Eurocurrency Rate (any such proposed rate, a “Eurocurrency Successor Rate”),
together with any proposed Eurocurrency Rate Successor Rate Conforming Changes and, notwithstanding anything to the contrary in
Section 9.02, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders
comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such
amendment. 


 


If no Eurocurrency
Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Lenders to make or
maintain Eurocurrency Loans in the relevant currency shall be suspended, (to the extent of the affected Eurocurrency Loans or Interest
Periods).  Upon receipt of such notice, the Borrower may revoke any pending request for a Eurocurrency Borrowing in the relevant
currency of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest
Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars
in the amount specified therein (and, if the affected Borrowings are denominated in an Alternative Currency for which no Eurocurrency
Rate option is available as provided above, such Loans shall be redenominated in Dollars on the last day of the current Interest
Period based on the Dollar Equivalent amount thereof on such date).


 


“Eurocurrency
Successor Rate Conforming Changes” means, with respect to any proposed Eurocurrency Successor Rate, any conforming changes
to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and
other administrative matters as may be appropriate, as reasonably agreed between the Administrative Agent and the Borrower, to
reflect the adoption of such Eurocurrency Successor Rate and to permit the administration thereof by the Administrative Agent in
a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion
of such market practice is not administratively feasible or that no market practice for the administration of such Eurocurrency
Successor Rate exists, in such other manner of administration as the Administrative Agent and the Borrower reasonably determine).


 


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


 


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


 


“Excluded
Assets” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”


 


“Excluded
Indebtedness” has the meaning set forth in the definition of “Indebtedness.”


 




    	 	-22-	 



     


    

 


“Excluded
Subsidiary” means (a) any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower or any other Guarantor,
(b) any Subsidiary that does not have, individually, total assets in excess of 2.5% of the total assets of the Borrower and
its Subsidiaries, taken as a whole, or 5.0% of such total assets in the aggregate together with all other Subsidiaries excluded
via this clause (b), (c) any Subsidiary that is prohibited by applicable law (whether on the Closing Date or thereafter)
or 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 Obligations
would require governmental (including regulatory) or other third-party (other than a Loan Party) consent, approval, license or
authorization (unless such consent, approval, license or authorization has been obtained), (d) any other Subsidiary with respect
to which the Administrative Agent and the Borrower mutually agree that the burden or cost or other consequences (including any
material adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders
therefrom, (e) any direct or indirect Foreign Subsidiary of the Borrower, (f) any Subsidiary with respect to which the
provision of a guarantee by it would result in material adverse tax consequences to the Borrower or any of Borrower’s direct
or indirect Subsidiaries, in each case, as reasonably determined by the Borrower in consultation with the Administrative Agent,
(g) any not-for-profit Subsidiaries, (h) any Unrestricted Subsidiaries, (i) any direct or indirect Domestic Subsidiary
of a Foreign Subsidiary that is a CFC; (j) any direct or indirect Subsidiary that has no material assets other than Equity Interests
(or Equity Interests and indebtedness) of (i) one or more direct or indirect Foreign Subsidiaries that are CFCs or (ii) other
Subsidiaries described in this clause (j) (any Subsidiary described in this clause (j), a “FSHCO”),
(k) any special purpose entities, (l) any captive insurance subsidiaries and (m) any Subsidiaries that are Broker-Dealer
Subsidiaries, a state chartered trust company, a national trust company or a thrift limited to trust powers; provided that
for the avoidance of doubt (i) at the option of the Borrower, any Excluded Subsidiary may issue a Guaranty and become a Guarantor
as described in clause (iii) of the definition of “Guarantors” and (ii) any Person that becomes a
Guarantor pursuant to clause (iii) of the definition of “Guarantors” shall cease to constitute an Excluded
Subsidiary, or be released from its obligations under the Guaranty, solely on the basis that, prior to becoming a Guarantor, such
Person constituted an Excluded Subsidiary.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or
a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation
(or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s
failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations
thereunder (determined after giving effect to Section 10.12 and any other applicable agreement for the benefit of such
Guarantor and any and all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time
the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect
to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h)
of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C)
of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor
becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded
Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and the Approved Counterparty
applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest
is or becomes excluded in accordance with the first sentence of this definition.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, Issuing Bank or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder, (a) any Taxes imposed on or measured by its net income
or overall gross income, capital, net worth or similar Taxes imposed on it in lieu of or as an adjunct to net or overall gross
income taxes, or franchise Taxes imposed, in each case, by a jurisdiction as a result of such recipient being organized or resident
in, maintaining a lending office in, doing business in or having another present or former connection with, such jurisdiction (other
than any business or connection arising (or deemed to arise) from such recipient having executed, delivered, become a party to,
performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transactions pursuant to, or enforced, any Loan Documents); (b) any branch profits Taxes under Section 884(a) of the
Code, or any similar Taxes, imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender,
any U.S. federal withholding Tax that (i) is imposed pursuant to any Requirement of Laws in effect at the time such Lender
(i) becomes a party to this Agreement (other than an assignee pursuant to a request by the Borrower under Section 2.17(b))
or (ii) designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled,
immediately prior to the designation of a new lending office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding Tax pursuant to Section 2.15(a), or (ii) is attributable to such Lender’s failure
to comply with Section 2.15(e) and (d) any withholding Taxes imposed pursuant to FATCA.


 




    	 	-23-	 



     


    

 


“Fair Labor
Standards Act” means the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any
amended or successor version described above), any intergovernmental agreement treaty, or convention entered into implementing
such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to intergovernmental agreements.


 


“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, as published by the Federal Reserve Bank of New York 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, (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the Overnight Bank Funding
Rate.


 


“Fee Letter”
means the Fee Letter, dated as of March 9, 2019, by and among the Borrower, Citigroup Global Markets Inc. and JPMorgan Chase Bank,
N.A.


 


“Financial
Covenants” means the covenants set forth in Sections 6.07 and 6.08.


 


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


 


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


 


(lll)          Consolidated
Cash Interest Expense of the Borrower and its Restricted Subsidiaries for such period;


 


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


 


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


 


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


 




    	 	-24-	 



     


    

 


“Foreign Lender”
means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.


 


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


 


“Foreign Subsidiary”
means, with respect to any Person, any subsidiary of such Person that is not organized under the laws of the United States of America,
any state thereof or the District of Columbia.


 


“GAAP”
means generally accepted accounting principles in the United States of America; provided that the Borrower may make a one-time
election to switch to IFRS and, following such election and the notification in writing to the Administrative Agent by the Borrower
thereof, “GAAP” shall mean IFRS. After such election, the Borrower cannot subsequently elect to report under generally
accepted accounting principles in the United States of America.


 


“GIC Funds”
means, individually or collectively, any investment fund, co-investment vehicles and/or other similar vehicles or accounts, in
each case managed or advised by an Affiliate of Suzuka Investment Pte Ltd., or any of their respective successors.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank).“Guarantee” of or by any
Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performance by another of any other
Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of
the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other monetary obligation payable or performance by another or to purchase (or to advance or supply funds for the
purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other monetary obligation payable or performance by another of the payment thereof,
(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor
so as to enable the primary obligor to pay such Indebtedness or other monetary obligation payable or performance by another or
(d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other
monetary obligation payable or performance by another; provided that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.


 


“Guaranteed
Obligations” has the meaning set forth in Section 10.01.


 


“Guarantors”
means, collectively, (i) the Wholly-Owned Domestic Subsidiaries of the Borrower (other than any Excluded Subsidiary), (ii) those
Wholly-Owned Domestic Subsidiaries of the Borrower that issue a Guaranty of the Obligations after the Closing Date pursuant to
Section 5.10 or any other Person (including any Excluded Subsidiary) organized under the laws of the United States,
any state thereof or the District of Columbia or, to the extent reasonably acceptable to the Administrative Agent (and subject
to clause (D) of the Collateral and Guarantee Requirement), any other jurisdiction that, at the option of the Borrower, issues
a Guaranty of the Obligations after the Closing Date and (iii) solely in respect of any Secured Hedge Agreement or Treasury
Services Agreement to which the Borrower is not a party, the Borrower, in each case, until the Guaranty thereof is released in
accordance with this Agreement.


 




    	 	-25-	 



     


    

 


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


 


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


 


“Historical
Financial Statements” means (a) the audited consolidated statement of financial condition of the Borrower and its Subsidiaries
as of December 31, 2018, December 31, 2017 and December 31, 2016 and the audited consolidated statements of income, changes in
members’ capital and accumulated other comprehensive income and cash flows of the Borrower and its Subsidiaries for each
year of the three-year period ended December 31, 2018 and (ii) the unaudited consolidated statement of financial condition of the
Borrower and its Subsidiaries as of each fiscal quarter thereafter ending at least 45 days prior to the Closing Date (other than
the fourth fiscal quarter) and the unaudited consolidated statements of income, changes in members’ capital and accumulated
other comprehensive income of the Borrower and its Subsidiaries for each fiscal quarter thereafter ending at least 45 days prior
to the Closing Date (other than the fourth fiscal quarter).


 


“Honor Date”
has the meaning set forth in Section 2.05(a)(x).


 


“IFRS”
means the International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board, as
in effect from time to time.


 


“Immediate
Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote
descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law,
son-in-law and daughter-in-law (including adoptive relationships), the estates of such individual and such other individuals above
and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing
individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund
of which any such individual is the donor.


 


“Incremental
Facility Amendment” means an amendment pursuant to Section 2.18 creating Incremental Revolving Commitments.


 


“Incremental
Facility Closing Date” has the meaning assigned to such term in Section 2.18(b).


 


“Incremental
Revolving Commitments” has the meaning assigned to such term in Section 2.18(a).


 




    	 	-26-	 



     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid by such Person (excluding Excluded Indebtedness)), (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person
in respect of the deferred purchase price of property or services (excluding trade accounts payable and other accrued obligations,
in each case incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by
such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness
of others, (h) all Capital Lease Obligations of such Person, (i) all obligations of such Person as an account party in
respect of letters of credit and letters of guaranty (but only to the extent drawn and not reimbursed) and (j) all obligations
of such Person in respect of bankers’ acceptances (but only to the extent drawn and not reimbursed). The Indebtedness of
any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding
the foregoing, (i) the term “Indebtedness” shall not include (x) contingent post-closing purchase price adjustments
or earn-outs to which the seller in any acquisition may become entitled and (y) at the Borrower’s option for the purposes
of the calculation of “Total Indebtedness” and Section 6.01 only, ordinary course borrowings for fail financing
and clearing house margin requirements (to the extent excluded, “Excluded Indebtedness”) and (ii) the amount
of Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed
to be equal to the lesser of (x) such specified amount and (y) the fair market value of such identified asset as determined
by such Person in good faith. For the avoidance of doubt, Qualified Equity Interests shall not be deemed Indebtedness.


 


“Indemnified
Taxes” means all Taxes other than Excluded Taxes and Other Taxes.


 


“Indemnitee”
has the meaning set forth in Section 9.03(b).


 


“Information”
has the meaning set forth in Section 9.13.


 


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


 


“Intercompany
License Agreement” means any cost-sharing agreement, commission or royalty agreement, license or sub-license agreement,
distribution agreement, services agreement, IP Rights transfer agreement or any related agreements, in each case where all the
parties to such agreement are one or more of the Borrower and any Restricted Subsidiary.


 


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


 


“Intercreditor
Agreement” means (a) with respect to Indebtedness intended to be secured on a pari passu basis with the Obligations,
an intercreditor agreement substantially in the form of Exhibit H-1 hereto (which agreement in such form or with immaterial
changes thereto the Collateral Agent is authorized to enter into) between the Collateral Agent and one or more collateral agents
or representatives for the holders of Indebtedness that is not prohibited under Section 6.01 and (b) with respect to Indebtedness
intended to be secured on a junior lien basis to the Obligations, an intercreditor agreement substantially in the form of Exhibit
H-2 hereto (which agreement in such form or with immaterial changes thereto the Collateral Agent is authorized to enter into)
between, the Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness that is not
prohibited under Section 6.01.


 


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


 




    	 	-27-	 



     


    

 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December
and the Maturity Date of such Loan and (b) with respect to any Eurocurrency Loan, the last Business Day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of
more than three months’ duration, each Business Day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period and the Maturity Date of such Loan.


 


“Interest
Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or such other period
reasonably satisfactory to the Administrative Agent that is twelve months or less if, at the time of the relevant Borrowing, all
Lenders participating therein agree to make an interest period of such duration available), as the Borrower may elect; provided
that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no Interest Period for
any Borrowing shall extend past the Maturity Date for the Loans included in such Borrowing. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment (in one transaction or a series of transactions) by such
Person, whether by means of (a) the purchase or other acquisition (including pursuant to any merger with any Person that was
not a Wholly-Owned Subsidiary prior to such merger) of any Equity Interests or Equity Equivalents in or evidences of Indebtedness
or other securities of another Person (including any option, warrant or other right to acquire any of the foregoing), (b) a
loan, advance or capital contribution to, Guarantee or assumption of debt 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
and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other
acquisition of all or substantially all the assets of, or the assets constituting a division, line of business or business unit
of, a Person.


 


“Investment
Grade Rating” means a corporate rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or
the equivalent) by S&P, in each case with a stable outlook.


 


“Investors”
means each of (a) the Blackstone Funds and any of their Affiliates (other than any portfolio operating companies), (b) the CPPIB
Funds and any of their Affiliates (other than any portfolio operating companies), (c) the GIC Funds and any of its Affiliates (other
than any portfolio operating companies) and (d) King (Cayman) Holdings Ltd.


 


“IP Rights”
means trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software,
know-how, database rights, design rights and other intellectual property rights.


 


“IPO”
means the initial public offering of the common shares of Tradeweb Markets Inc.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).


 




    	 	-28-	 



     


    

 


“Issuer Documents”
means, with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement and instrument
entered into by the applicable Issuing Bank and the Borrower (or any Subsidiary) or in favor of such Issuing Bank and relating
to such Letter of Credit.


 


“Issuing Bank”
means (a) initially, Citibank, n.a. , in its capacity as an issuer of Letters
of Credit hereunder, and (b) any other Revolving Lender that becomes an Issuing Bank in accordance with Section 2.05(i),
Article VIII or Section 9.04(b)(e), in each case, in its capacity as an issuer of Letters of Credit hereunder.
Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank,
in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.


 


“Joint Bookrunning
Managers” means Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., in
their capacities as joint bookrunning managers.


 


“Judgment
Currency” has the meaning assigned to such term by Section 9.17.


 


“LC Advance”
means, with respect to each Revolving Lender, such Lender’s funding of its participation in any LC Borrowing in accordance
with its Applicable Percentage.


 


“LC Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower
on the date when made or refinanced as a Revolving Loan. All LC Borrowings shall be denominated in Dollars.


 


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


 


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


 


“LC Exposure”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including all LC Borrowings in respect of Letters of
Credit. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination
a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such
time.


 


“Lender Default”
means (i) the refusal (which may be given verbally or in writing) which has not been retracted or failure of any Lender to
(x) make available its portion of any incurrence of Revolving Loans pursuant to Section 2.01, (y) make available
any required LC Advance in accordance with Section 2.05(a) or (z) fund its risk participation in any Swing Line Loan,
in each case which refusal or failure is not cured within one Business Day after the date of such refusal or failure; (ii) the
failure of any Lender to pay over to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to
be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute; or (iii) a
Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event.


 




    	 	-29-	 



     


    

 


“Lender-Related
Distress Event” mean, with respect to any Lender or any Person that directly or indirectly controls such Lender (each,
a “Distressed Person”), as the case may be, (a) a voluntary or involuntary case is instituted with respect
to such Distressed Person under the Bankruptcy Code of the United States or any other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or other debtor relief
laws of the United States or any other applicable jurisdiction from time to time in effect and affecting the rights of creditors
generally, (b) a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial
part of such Distressed Person’s assets, (c) such Distressed Person is subject to a forced liquidation, (d) such
Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any
Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt or (e) such
Distressed Person becomes subject of a Bail-in Action; provided that a Lender-Related Distress Event shall not be deemed
to have occurred solely by virtue of the ownership or acquisition of any Equity Interest in any Lender or any person that directly
or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to Section 9.04
or pursuant to an Incremental Facility Amendment, unless and until (a) any such Person ceases to be a party hereto pursuant
to Section 9.04 or (b) the Revolving Commitments, if any, held by such Person have been terminated and the Obligations
(other than contingent Obligations with respect to which no claim has been made), if any, owing to such Person have been paid in
full.


 


“Letter of
Credit” means any standby letter of credit issued pursuant to this Agreement.


 


“Letter of
Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form
from time to time in use by any Issuing Bank.


 


“Letter of
Credit Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the aggregate principal amount of the
Revolving Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.


 


“Leverage
Ratio” means, with respect to any Test Period, the ratio of (a) Total Indebtedness as of the last day of such Test
Period minus cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries, other than cash and Cash Equivalents
not readily available for use by the Borrower in its discretion (including customer-segregated cash and cash equivalents and cash
and cash equivalents required by applicable law or regulatory requirement to be maintained as such by the Borrower or any Restricted
Subsidiary) to (b) Consolidated EBITDA for such Test Period.


 


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


 


“Limited Condition
Transaction” means any acquisition, Investment or unconditional repayment or redemption of, or offer to purchase, Indebtedness,
in each case permitted by this Agreement and the consummation of which is not conditioned on the availability of, or on obtaining,
third party financing.


 


“Loan Documents”
means this Agreement, the Collateral Documents, each Intercreditor Agreement, each Issuer Document, any Incremental Facility Amendment
and, solely for purposes of clause (e) of Section 7.01, the Fee Letter.


 


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


 




    	 	-30-	 



     


    

 


“Loans”
means a Revolving Loan or a Swing Line Loan.


 


“LTM Consolidated
EBITDA” means Consolidated EBITDA for the most recently ended Test Period.


 


“Management
Stockholders” means the future, present and former members of management, employees, directors, officers, managers, members
or partners (and their Controlled Investment Affiliates and Immediate Family Members) of the Borrower or any of its Restricted
Subsidiaries who are investors in the Borrower or any direct or indirect parent (including Public Company Parent) thereof, including
any such future, present or former employees, directors, officers, managers, members or partners owning through an Equityholding
Vehicle.


 


“Margin Stock”
has the meaning assigned thereto in Regulation U of the Board.


 


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


 


“Material
Acquisition” means any acquisition by the Borrower or a Restricted Subsidiary for which the total consideration exceeds
$150,000,000.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, properties, liabilities (actual
or contingent) or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) the ability of
the Loan Parties to fully and timely perform their material obligations under the Loan Documents, or (c) the rights of or
remedies available to the Lenders under the Loan Documents, taken as a whole.


 


“Material
Indebtedness” means Indebtedness (other than any Obligations), or obligations in respect of one or more Swap Contracts,
of any one or more of the Borrower and the Material Restricted Subsidiaries in an aggregate principal amount exceeding the Threshold
Amount. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower
or any Material Restricted Subsidiary in respect of any Swap Contract at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Material Restricted Subsidiary would be required to pay if such Swap
Contract were terminated at such time.


 


“Material
Restricted Subsidiary” means, at any date of determination, each of the Borrower’s Restricted Subsidiaries (i) which
the Borrower has elected to treat as a Material Restricted Subsidiary or (ii)(a) whose total assets (on a consolidated basis
with its Restricted Subsidiaries) at the last day of the relevant fiscal year (individually or in the aggregate) were greater than
10.0% (or, solely with respect to Sections 7.01(h), (i) or (j), 2.5%) of the consolidated total assets of the Borrower and
the Restricted Subsidiaries at such date or (b) whose operating income for the most recently ended fiscal year for which financial
statements have been delivered pursuant to Section 5.01(a) (individually or in the aggregate) are greater than 10.0%
(or, solely with respect to Sections 7.01(h), (i) or (j), 2.5%) of the consolidated operating income of the Borrower and
the Restricted Subsidiaries for such fiscal year; provided that at no time shall the total consolidated assets or operating
income of all Restricted Subsidiaries that are not Material Restricted Subsidiaries in reliance on clause (ii) above
exceed, at such time, 10.0% of the consolidated total assets or 10.0% (or, solely with respect to Sections 7.01(h), (i) or (j),
2.5%) of the operating income, respectively, of the Borrower and its Restricted Subsidiaries and if either such aggregate threshold
is exceeded then the Borrower shall designate a sufficient number of Restricted Subsidiaries which would not constitute Material
Restricted Subsidiaries under clause (ii) above as Material Restricted Subsidiaries such that neither such aggregate
threshold is exceeded.


 




    	 	-31-	 



     


    

 


“Maturity
Date” means [__], 2024; provided, however, that, in each case, if such date is not a Business Day, the
Maturity Date shall be the next preceding Business Day.


 


“Maximum Rate”
has the meaning set forth in Section 9.14.


 


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


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
is making or accruing an obligation to make contributions, or has within any of the preceding six Plan years made or accrued an
obligation to make contributions.


 


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


 


“Nonrenewal
Notice Date” has the meaning set forth in Section 2.05(a)(viii).


 


“Obligations”
means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries
arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any bankruptcy
code or 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 the Borrower or any Restricted Subsidiary arising under any Secured Hedge
Agreement or any Treasury Services 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, Letter of Credit fees, reimbursement obligations,
charges, expenses, fees, attorney costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b)the
obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion,
may elect to pay or advance on behalf of such Loan Party. Notwithstanding the foregoing, the obligations of the Borrower or any
Restricted Subsidiary under any Secured Hedge Agreement or any Treasury Services Agreement shall be secured and guaranteed pursuant
to the Collateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured
and guaranteed. Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations
of such Guarantor.


 


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


 


“Organizational
Documents” means, with respect to any Person, the charter, articles or certificate of organization or incorporation and
bylaws or other organizational or governing documents of such Person.


 


“Other Taxes”
means any and all present or future recording, stamp, documentary, excise, property or similar Taxes arising from any payment made
under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, excluding
any such Tax imposed as a result of an assignment (other than an assignment made at the request of the Borrower pursuant to Section 2.17(b))
by a Lender (an “Assignment Tax”), if such Assignment Tax is imposed as a result of the assignor or assignee
being organized in or having its principal office or applicable lending office in the taxing jurisdiction, or as a result of any
other present or former connection between the assignor or assignee and the taxing jurisdiction, other than any connection arising
from having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected
a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document.


 




    	 	-32-	 



     


    

 


“Outstanding
Amount” means (i) with respect to Loans on any date, the Dollar Equivalent of the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; and (ii) with
respect to any Letter of Credit or LC Disbursement on any date, the Dollar Equivalent of the aggregate outstanding amount of such
Letter of Credit or LC Disbursement on such date after giving effect to any issuance or amendment of any Letter of Credit occurring
on such date, any drawing under any Letter of Credit occurring on such date and any other changes in the aggregate amount of the
LC Exposure as of such date, including as a result of any reimbursements by or on behalf of the Borrower of LC Disbursements.


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank
of New York as set forth on its public website from time to time, and published on the next succeeding Business Day by the Federal
Reserve Bank of New York as an overnight bank funding rate.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent or an Issuing Bank, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency,
the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal
to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the
Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market; provided,
that the Overnight Rate shall not be less than 0.00%.


 


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


 


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


 


“Patriot Act”
has the meaning assigned to such term in Section 9.15.


 


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


 


“Perfection
Certificate” means a certificate in the form of Exhibit E hereto or any other form reasonably approved by
the Collateral Agent.


 


“Permitted
Encumbrances” means:


 


(ooo)     Liens
imposed by law for taxes, assessments or other governmental charges that are not yet overdue for more than 60 days or are being
contested in good faith by appropriate proceedings;


 


(ppp)     carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are
being contested in good faith by appropriate proceedings;


 




    	 	-33-	 



     


    

 


(qqq)     pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, pension liabilities, unemployment
insurance and other social security laws or regulations or other insurance-related obligations (including, without limitation,
pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);


 


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


 


(sss)      judgment
liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII;


 


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


 


(uuu)     Liens
deemed to exist in connection with Permitted Investments in repurchase agreements;


 


(vvv)     Liens
arising in connection with ordinary course non-speculative hedging arrangements and bankers’ Liens granted in the ordinary
course of business relating to the operation of bank accounts maintained by the Borrower or its Restricted Subsidiaries or as part
of letter of credit transactions and Liens granted in customary escrow arrangements on sales and acquisitions not prohibited by
this Agreement;


 


(www)   any
netting or setoff arrangement entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of its
banking arrangements or in connection with the cash pooling activities of the Borrower and its Restricted Subsidiaries entered
into in the ordinary course of business;


 


(xxx)       customary
Liens over goods, inventory or documents of title where the shipment or storage price is financed by a documentary credit;


 


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


 


(zzz)       Liens
constituting contractual rights of setoff under agreements with customers, in each case, entered into in the ordinary course of
business;


 


(aaaa)    the
filing of UCC financing statements solely as a precautionary measure, and


 


(bbbb)   leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business or consistent with past practice which
do not interfere in any material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole and
(ii) leases, licenses, subleases or sublicenses constituting a disposition permitted hereunder;


 




    	 	-34-	 



     


    

 


(cccc)    Liens
(i) on cash advances or Cash Equivalents in favor of (x) the seller of any property to be acquired in an Investment permitted pursuant
to Section 6.04 to be applied against the purchase price for such Investment, including Liens on cash or Cash Equivalents
to secure letters of credit issued to backstop commitments or (y) the buyer of any property to be disposed to secure obligations
in respect of indemnification, termination fee or similar seller obligations and (ii) consisting of an agreement to dispose of
any property in a disposition permitted hereunder, 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;


 


(dddd)   Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii)
attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and
(iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions
encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within
the general parameters customary in the banking industry;


 


(eeee)    Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower
or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice permitted by this Agreement;


 


(ffff)       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 or consistent with past practice and not for speculative
purposes;


 


(gggg)   Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks
not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or
any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of
business of the Borrower or any of the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered
into with customers the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; and


 


(hhhh)   Liens
solely on any cash earnest money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter
of intent or purchase agreement permitted hereunder.


 


“Permitted
Holders” means each of (a) the Investors, (b) the Management Stockholders (including any Management Stockholders holding
Equity Interests through an Equityholding Vehicle), (c) any Person who is acting solely as an underwriter in connection with a
public or private offering of Equity Interests of the Borrower or any of its direct or indirect parent companies (including Public
Company Parent), acting in such capacity, (d) any group (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as
in effect on the Closing Date) of which any of the foregoing, or Permitted Plan are members and any member of such group; provided,
that in the case of such group and without giving effect to the existence of such group or any other group, Persons referred to
in clauses (a) through (c), collectively, have beneficial ownership of more than 50% of the total voting power of
the issued and outstanding Equity Interests of the Borrower or any of its direct or indirect parent companies (including Public
Company Parent) held by such group, (e) any Permitted Plan and (f) any “person” or “group” who, on the
date of the consummation of the IPO, is the beneficial owner of securities of the corporation representing more than fifty percent
(50%) of the combined voting power of the corporation’s then outstanding voting securities).


 




    	 	-35-	 



     


    

 


“Permitted
Intercompany Activities” means any transactions (A) between or among the Borrower and its Restricted Subsidiaries that
are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment
of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its
Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements,
(ii) management, technology and licensing arrangements and (iii) customer loyalty and rewards programs or (B) between or among
the Borrower, its Restricted Subsidiaries and any captive insurance subsidiaries.


 


“Permitted
Investments” means investments that comply with the Borrower’s investment policy as disclosed to the Administrative
Agent on or prior to the Closing Date, as such investment policy may be modified from time to time by the Borrower; provided
that the Borrower’s investment policy shall not be modified in any manner that would or would reasonably be expected to materially
and adversely affect the interests or remedies of the Administrative Agent or the Lenders without the prior written consent of
the Administrative Agent.


 


“Permitted
Plan” means any employee benefits plan of the Borrower or any of its Affiliates and any Person acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan.


 


“Permitted Refinancing Indebtedness”
means Indebtedness of the Borrower or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem
or refinance in whole or in part, any Indebtedness of the Borrower or any Restricted Subsidiary (the “Refinanced Indebtedness”);
provided that:


 


(a) the
principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Permitted Refinancing Indebtedness
does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness plus the amount
of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the Refinanced Indebtedness and
expenses incurred in connection with the incurrence of the Permitted Refinancing Indebtedness;


 


(b) the
obligor of Refinancing Indebtedness does not include the Borrower or any Restricted Subsidiary that is not an obligor of the Refinanced
Indebtedness; and


 


(c) the
Refinancing Indebtedness has a final stated maturity no earlier and a weighted average life to maturity no shorter than the earlier
of (i) the final stated maturity and weighted average life of the Refinanced Indebtedness being redeemed or refinanced or (b) the
Maturity Date and the period from the date of incurrence thereof to the Maturity Date, as applicable.


 


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


 


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


 




    	 	-36-	 



     


    

 


“Platform”
has the meaning set forth in Section 5.01.


 


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


 


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


 


“Pledged Intercompany
Debt” has the meaning given to such term in the definition of “Collateral and Guarantee Requirement.”


 


“Post-Acquisition
Period” means, with respect to any Permitted Acquisition or the conversion of any Unrestricted Subsidiary into a Restricted
Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the 24-month
anniversary of the date on which such Permitted Acquisition or conversion is consummated.


 


“Pro Forma
Adjustment” means, for any four-quarter period that includes all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or
the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA,
as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period
for the purposes of realizing reasonably identifiable and factually supportable “run rate” cost savings, operating
expense reductions and synergies or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection
with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations
of the Borrower and the Restricted Subsidiaries; provided that (i) at the election of the Borrower, such Pro Forma Adjustment
shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the
aggregate consideration paid in connection with such acquisition was less than $100,000,000, and (ii) so long as such actions are
taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, for purposes
of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may
be assumed that such cost savings will be realizable during the entirety of such four-quarter period, or such additional costs
will be accrued or incurred during the entirety of such four-quarter period; provided, further, that any such pro
forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication
for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
for such four-quarter period.


 




    	 	-37-	 



     


    

 


“Pro Forma
Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance
with any test hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all
Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first
day of the applicable period of measurement in such test: (a) income statement items (whether positive or negative) attributable
to the property or Person subject to such Specified Transaction, in the case of a Permitted Acquisition or Investment described
in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any
Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness
has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination;
provided that (I) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above,
the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with
the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined
by the Borrower in good faith) (i)(x) directly attributable to such transaction, (y) expected to have a continuing impact
on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition
of Pro Forma Adjustment; (II) that when calculating the Leverage Ratio and the Interest Coverage Ratio for purposes of determining
compliance (which shall, for the avoidance of doubt, be calculated on a Pro Forma Basis) with the Financial Covenants, the events
that occurred subsequent to the end of the applicable four-quarter period shall not be given pro forma effect and (III) in
determining Pro Forma Compliance with the Financial Covenants in connection with the incurrence (including by assumption or guarantee)
of any Indebtedness, (i) the incurrence or repayment of any Indebtedness in respect of the Revolving Facility or any other
revolving facility immediately prior to or in connection therewith included in the Leverage Ratio or the Interest Coverage Ratio
immediately prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other
test is being made and (ii) the incurrence under the Revolving Facility or under any other revolving facility used to finance
working capital needs of the Borrower and its Restricted Subsidiaries (as reasonably determined by the Borrower), in each case,
shall be disregarded; provided, further, that with respect to any incurrence of Indebtedness permitted by the provisions
of this Agreement in reliance on the pro forma calculation of the Leverage Ratio or the Interest Coverage Ratio,  any Indebtedness
being incurred (or expected to be incurred) substantially simultaneously or contemporaneously with the incurrence of any such Indebtedness
or any applicable transaction or action in reliance on any “basket” set forth in this Agreement (including any “baskets”
measured as a percentage of Consolidated EBITDA), other than any such Indebtedness under the Revolving Facility, shall be disregarded.


 


“Proposed
Change” has the meaning assigned to such term in Section 9.02(c).


 


“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 Company
Parent” means Tradeweb Markets Inc., a Delaware corporation


 


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


 


“Qualified
Equity Interests” means Equity Interests of the Borrower other than Disqualified Equity Interests.


 


“Rate Determination
Date” means two Business Days prior to the commencement of such Interest Period (or such other day as is generally treated
as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent (which as of the
Closing Date, in the case of Sterling, is the first day of the relevant Interest Period); provided that to the extent such
market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined
by the Administrative Agent).


 


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


 


“Regulated
Subsidiary” means (i) any Broker-Dealer Subsidiary, (ii) any Subsidiary regulated as an insurance company or
clearinghouse and (iii) any Subsidiary whose dividends may be restricted, other activities undertaken by such Subsidiary may
be limited or other regulatory actions with respect to such Subsidiary may be taken, in each case by applicable Governmental Authorities
in the event that such Subsidiary does not maintain capital at the level required by applicable Governmental Authorities.


 




    	 	-38-	 



     


    

 


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


 


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


 


“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata)
or within or upon any building, structure, facility or fixture.


 


“Required
Lenders” means, at any time, Lenders having Revolving Exposures (including risk participations in respect of Swing Line
Loans) and, without duplication, unused Revolving Commitments, collectively, representing more than 50% of the aggregate Revolving
Exposures and, without duplication, unused Revolving Commitments at such time; provided that the unused Revolving Commitments
and Revolving Exposure (including risk participations in respect of Swing Line Loans) held or deemed held by, any Defaulting Lender
shall be excluded for purposes of making a determination of Required Lenders.


 


“Requirement
of Law” means, with respect to any Person, any statute, law, treaty, rule, regulation, order, decree, writ, official
guidance, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible
Officer” means (a) the chief executive officer, president, executive vice president, chief financial officer, treasurer
or assistant treasurer or other similar officer or Person performing similar functions of the Borrower or other Loan Party, (b) as
to any document delivered on the Closing Date (or, in connection with the closing of any amendment, amendment and restatement,
supplement or other modification pursuant to which a certificate of a secretary or assistant secretary is required to be delivered),
any secretary or assistant secretary of the Borrower or other Loan Party, (c) solely for purposes of notices given under Article II,
any other officer or employee of the Borrower expressly designated as a “Responsible Officer” for purposes of the Loan
Documents by any other Responsible Officer in a written notice to the Administrative Agent and (d) any other officer or employee
of the Borrower or other Loan Party designated as a “Responsible Officer” for purposes of the Loan Documents in or
pursuant to a written agreement between the Borrower or other Loan Party, as applicable, and the Administrative Agent in connection
with the Loan Documents. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower or other Loan
Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the
part of the Borrower or other Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower or other Loan Party.


 


“Restricted
Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect
to any Equity Interests in the Borrower or (b) any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any Equity Interests in the Borrower, in each case, other than through the issuance of Qualified Equity Interests. For the avoidance
of doubt, (i) payments with respect to Indebtedness convertible into Equity Interests shall not be deemed to be Restricted
Payments and (ii) the issuance of any common stock of the Borrower as grants or awards of restricted stock units or performance
stock units in accordance with stock option or stock ownership plans, employment agreements, incentive plans or other benefit plans
approved by the Borrower’s Board of Directors for management, directors, former directors, employees and former employees
of the Borrower and the Restricted Subsidiaries do not constitute Restricted Payments.


 




    	 	-39-	 



     


    

 


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


 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency
Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an Alternative
Currency pursuant to Section 2.03 and (iii) such additional dates as the Administrative Agent shall reasonably
determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each of the following:
(i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment
of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount),
(iii) each date of any payment by an Issuing Bank under any Letter of Credit denominated in an Alternative Currency and (iv) such
additional dates as the Administrative Agent or an Issuing Bank shall reasonably determine or the Required Lenders shall reasonably
require.


 


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


 


“Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type, in the same currency, and,
in the case of Eurocurrency Rate Loans, having the same Interest Period.


 


“Revolving Commitment”
means, with respect to each Revolving Lender, the commitment, if any, of such Revolving Lender to make Revolving Loans
and to acquire risk participations in Letters of Credit and Swing Line Loans hereunder, expressed as an amount representing the
maximum possible aggregate amount of such Revolving Lender’s Revolving Exposure hereunder, 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 assignments by or to such Revolving Lender pursuant to Section 9.04 or pursuant to any Incremental Facility
Amendment. The initial amount of each Revolving Lender’s Revolving Commitment is set forth on Schedule 2.01
to this Agreement, or in the Assignment and Assumption pursuant to which such Revolving Lender shall have assumed its Revolving Commitment,
as the case may be. The initial aggregate amount of the Revolving Lenders’ Revolving Commitments is $500,000,000.


 


“Revolving Exposure”
means, with respect to any Revolving Lender at any time, the sum of the Outstanding Amount of such Revolving Lender’s
Revolving Loans, Swing Line Exposure and LC Exposure at such time.


 


“Revolving Facility”
means the Revolving Commitments and the extension of credit made hereunder by the Revolving Lenders.


 


“Revolving Lender”
means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure.


 


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


 




    	 	-40-	 



     


    

 


“S&P”
means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and any successor thereto.


 


“Same Day
Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative
Agent or the applicable Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Alternative Currency.


 


“Sanction(s)”
means any economic sanction administered or enforced by the United States federal government (including without limitation, OFAC),
the United Nations Security Council, the European Union, or Her Majesty’s Treasury.


 


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


 


“Secured Hedge
Agreement” means any Swap Contract that is entered into by and between the Borrower or any Restricted Subsidiary and
any Approved Counterparty (unless otherwise designated in writing by the Borrower and the applicable Approved Counterparty to the
Administrative Agent as unsecured, which notice may designate all Swap Contracts under a specified Master Agreement as unsecured).


 


“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Banks, the Swing Line Lender, any
Approved Counterparty party to a Secured Hedge Agreement or Treasury Services Agreement and each co-agent or sub-agent appointed
by the Administrative Agent or Collateral Agent from time to time pursuant to Article VIII.


 


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


 


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


 


“Senior Representative”
means, with respect to any Indebtedness that is permitted to be secured by a Lien on the Collateral, 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.


 


“Specified
Guarantor” means any Guarantor that is not an “eligible contract participant” under the Commodity Exchange
Act (determined prior to giving effect to Section 10.12).


 


“Specified
Subsidiary” means Tradeweb LLC and Tradeweb Europe Ltd.


 


“Specified
Transaction” means any Investment, disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary
designation or Incremental Revolving Commitment in respect of which the terms of this Agreement require any test to be calculated
on a “Pro Forma Basis” or after giving “Pro Forma Effect.”


 




    	 	-41-	 



     


    

 


“Spot Rate”
for a currency means the rate determined by the Administrative Agent or an Issuing Bank, as applicable, to be the rate quoted by
the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through
its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date
as of which the foreign exchange computation is made; provided that the Administrative Agent or an Issuing Bank may obtain
such spot rate from another financial institution designated by the Administrative Agent or such Issuing Bank if the Person acting
in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided, further,
that an Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case
of any Letter of Credit denominated in an Alternative Currency.


 


“Sterling”
and “£” mean the lawful currency of the United Kingdom.


 


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


 


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


 


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


 


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


 


“Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.


 


“Swing Line
Exposure” means, as to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage of all outstanding
Swingline Loans at such time.


 


“Swing Line
Facility” means the swing line loan facility made available by the Swing Line Lender pursuant to Section 2.04.


 




    	 	-42-	 



     


    

 


“Swing Line
Lender” means Citibank, n.a., in its capacity as provider of Swing Line
Loans or any successor swing line lender hereunder.


 


“Swing Line
Loan” has the meaning set forth in Section 2.04(a).


 


“Swing Line
Sublimit” means an amount equal to the lesser of (a) $30,000,000 and (b) the aggregate principal amount of
the Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Commitments.


 


“TARGET Day”
means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if
such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.


 


“Tax Receivable
Agreement” means that certain Tax Receivable Agreement, dated as of [______], 2019, by and among Tradeweb Markets Inc.,
Tradeweb Markets LLC, and the other parties thereto, as the same may from time to time be amended, restated, supplemented, or otherwise
modified.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, withholdings or similar charges or deductions now or hereafter
imposed, levied, collected or withheld by any Governmental Authority, and any interest, penalties or additions to tax related thereto.


 


“Test Period”
means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of the Borrower for which
financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial
statements are required to have been delivered pursuant to Section 5.01(a) or (b), as applicable.


 


“Threshold
Amount” means $50,000,000.


 


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


 


“Total Indebtedness”
means, without duplication, as of any date, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries
that would be included as a liability on the balance sheet of the Borrower and its Restricted Subsidiaries consisting of Indebtedness
for borrowed money, purchase money indebtedness, Capital Lease Obligations and debt obligations evidenced by promissory notes,
bonds, debentures, loan agreements or similar instruments, determined on a consolidated basis; provided that the term “Indebtedness”
as used herein shall not include any of the following: (i) contingent obligations of the Borrower or any Restricted Subsidiary
as an account party or applicant in respect of any letter of credit or letter of guaranty unless such letter of credit or letter
of guaranty supports an obligation that constitutes any Indebtedness described above or (ii) any unfunded commitment.


 


“Transaction
Costs” means all fees, costs and expenses incurred or payable by the Borrower or any Restricted Subsidiary in connection
with the Transactions.


 


“Transactions”
means (a) the execution, delivery and performance by the Borrower and each other Loan Party of the Loan Documents, (b) the
IPO, (c) the consummation of other transactions related to the foregoing and (d) the payment of the Transaction Costs.


 




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“Type,”
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Eurocurrency Rate or the Base Rate.


 


“Unfunded
Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA over
the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Plan pursuant
to Section 412 of the Code for the applicable plan year.


 


“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.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.05(a)(x).


 


“Unrestricted
Subsidiary” means (i) any Subsidiary designated by the Borrower as an Unrestricted Subsidiary pursuant to Section
5.12 and (ii) any Subsidiary of an Unrestricted Subsidiary.


 


“Wholly-Owned
Subsidiary” means, with respect to any Person at any date, a subsidiary of such Person of which securities or other ownership
interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and (b) shares
issued to foreign nationals to the extent required by applicable law) are, as of such date, owned, controlled or held by such Person
or one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned Subsidiaries of such Person.


 


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


 


“Write-Down
and Conversion Powers” means, 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.


 


Section 1.02          [Reserved].


 


Section 1.03          Terms
Generally; Times of Day. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless otherwise indicated or the context requires otherwise, (a) any definition of or reference to any agreement, instrument
or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,
amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. 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.” Unless otherwise specified, all references herein to times
of day shall be references to Eastern time (daylight or standard, as applicable). Any reference herein to a merger, transfer,
consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply
to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the
unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment,
sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability
company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary,
joint venture or any other like term shall also constitute such a Person or entity).


 







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Section 1.04          Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed
in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent
that the Borrower requests an amendment (which the Borrower and the Administrative Agent agree to negotiate in good faith and in
respect of which no fee shall be paid to the Lenders) to any provision (including any definition) hereof to eliminate the effect
of any change occurring after the date hereof in GAAP (including any election by the Borrower to operate under IFRS) or in the
application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change or election shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith.


 


Notwithstanding any other
provision contained herein, any lease of any Loan Party or any of its Restricted Subsidiaries that is or would have been treated
as an operating lease for purposes of GAAP prior to the issuance by the FASB on February 25, 2016 of an Accounting Standards Update
(the “ASU”) shall continue to be accounted for as an operating lease for purposes of all financial definitions
and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) and
shall not constitute Indebtedness under this Agreement notwithstanding the fact that such obligations are required in accordance
with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized leases or lease liability in the
financial statements.


 


Section 1.05          Pro
Forma Calculations. For purposes of any determination of LTM Consolidated EBITDA, Consolidated EBITDA the Interest Coverage
Ratio or the Leverage Ratio pursuant to this Agreement, the calculation of LTM Consolidated EBITDA, Consolidated EBITDA, the Interest
Coverage Ratio and the Leverage Ratio shall be made on a Pro Forma Basis.


 


Section 1.06          Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount, or the Dollar Equivalent of such Letter of Credit in effect at such time; provided, however, that
with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or
more automatic increases in the stated amount, or the Dollar Equivalent thereof, the amount of such Letter of Credit shall be deemed
to be the maximum stated amount, or the Dollar Equivalent of such Letter of Credit after giving effect to all such increases, whether
or not such maximum stated amount, or the Dollar Equivalent is in effect at such times.


 




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Section 1.07          Exchange
Rates; Currency Equivalents.


 


(a)          The
Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date
to be used for calculating Dollar Equivalent amounts of Revolving Exposure and Outstanding Amounts denominated in Alternative Currencies.
Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered
by the Borrower hereunder or calculating financial ratios hereunder or except as otherwise provided herein, the applicable amount
of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined
by the Administrative Agent or such Issuing Bank, as applicable; provided that for purposes of determining compliance with
any Dollar-denominated restriction on (x) the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness
denominated in a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the
date such Indebtedness is incurred, in the case of term debt, or first committed, in the case of revolving credit date; provided
that, if indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency
other than Dollars, 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; and (y) the making of any investment, the Dollar-equivalent amount of
any investment denominated in a currency other than Dollars shall be calculated based on the relevant currency exchange rate in
effect on the date such investment was made.


 


(b)          Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a
unit being rounded upward), as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be.


 


Section 1.08          Additional
Alternative Currencies.


 


(a)          The
Borrower may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a currency other than
those specifically listed in the definition of “Alternative Currency;” provided that such requested currency
is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the
case of any such request with respect to the making of Eurocurrency Loans, such request shall be subject to the approval of the
Administrative Agent and the Revolving Lenders; and in the case of any such request with respect to the issuance of Letters of
Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Bank.


 


(b)          Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., 15 Business Days prior to the date
of the desired credit extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any
such request pertaining to Letters of Credit, the applicable Issuing Bank, in its or their sole discretion). In the case of any
such request pertaining to Eurocurrency Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and
in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable
Issuing Bank thereof. Each Revolving Lender (in the case of any such request pertaining to Eurocurrency Loans) or such Issuing
Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m.,
seven Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate
Revolving Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.


 




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(c)          Any
failure by a Revolving Lender or Issuing Bank, as the case may be, to respond to such request within the time period specified
in the preceding sentence shall be deemed to be a refusal by such Lender or Issuing Bank, as the case may be, to permit Eurocurrency
Rate Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all
the Revolving Lenders consent to making Eurocurrency Loans in such requested currency, the Administrative Agent shall so notify
the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes
of any Borrowings of Eurocurrency Rate Revolving Loans; and if the Administrative Agent and the applicable Issuing Bank consent
to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such
currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit
issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.08,
the Administrative Agent shall promptly so notify the Borrower.


 


Section 1.09          Change
of Currency.


 


(a)          Each
obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption
(in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest
expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank
market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any
Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Borrowing, at the end of the then current Interest Period.


 


(b)          If
applicable, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative
Agent (after consultation with the Borrower) may from time to time specify to be appropriate to reflect the adoption of the Euro
by any member state of the European Union and any relevant market conventions or practices relating to the Euro.


 


(c)          Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may (after
consultation with the Borrower) from time to time specify to be appropriate to reflect a change in currency of any other country
and any relevant market conventions or practices relating to the change in currency.


 


Section 1.10          Limited
Condition Transactions. In connection with any action being taken in connection with a Limited Condition Transaction (including
any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens or the
making of any Investments, Restricted Payments or fundamental changes, the repayment of any Indebtedness for which an irrevocable
notice of prepayment or redemption is required or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in
connection with a Permitted Acquisition or permitted Investment, in each case, in connection with such Limited Condition Transaction),
for purposes of:


 




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(a)          determining
compliance with any provision of this Agreement which requires the calculation of the Leverage Ratio or the Consolidated Cash Interest
Coverage Ratio;


 


(b)          determining
compliance with representations, warranties, Defaults or Events of Default (other than for purposes of Section 4.02); or


 


(c)          testing
availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA, if any),


 


in each case, at the option of the Borrower
(the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),
the date (the “LCT Test Date”) of determination of whether any such action is permitted hereunder shall be deemed
to be the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable prepayment or redemption
notices are provided to the applicable holders, as applicable, and if, after giving pro forma effect to the Limited Condition Transaction
and the other transactions to be entered into in connection therewith (including any incurrence or assumption of Indebtedness and
the use of proceeds thereof, the incurrence or assumption of any Liens or the making of any Investments, Restricted Payments or
fundamental changes, the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required
or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Permitted Acquisition or permitted
Investment) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT
Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action
on the relevant LCT Test Date in compliance with such ratio, basket or other provision, such ratio, basket or other provision shall
be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios,
baskets or other provisions for which compliance was determined or tested as of the LCT Test Date are exceeded or otherwise not
satisfied as a result of fluctuations in any such ratio or basket or non-compliance with such other provision, including due to
fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to
the consummation of the relevant transaction or action, such baskets, ratios or other provisions will not be deemed to have been
exceeded or breached as a result of such fluctuations or non-compliance solely for purposes of determining whether the relevant
transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result
of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited
Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the
incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of
all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction
of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier
of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction
is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be tested by
calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other
transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and
the use of proceeds thereof; provided that Consolidated Cash Interest Expense for purposes of the Interest Coverage Ratio
will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment
documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the
Borrower in good faith).


 




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Article II.

THE CREDITS


 


Section 2.01         Commitments.
Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans
denominated in Dollars or an Alternative Currency to the Borrower as elected by the Borrower pursuant to Section 2.03
from time to time, on any Business Day during the Revolving Availability Period, in an aggregate Outstanding Amount that will not
result in (i) such Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment
or (ii) the Outstanding Amount of Revolving Loans of the Revolving Lender acting as the Swing Line Lender, when aggregated with
such Revolving Lender’s LC Exposure and the amount of Swing Line Loans outstanding, exceeding such Revolving Lender’s
Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow, prepay, and reborrow Revolving Loans. Revolving Loans denominated in Dollars may be
ABR Loans or Eurocurrency Loans, as further provided herein, and Revolving Loans denominated in Alternative Currencies must be
Eurocurrency Loans, as further provided herein.


 


Section 2.02         Funding
of Loans. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in
accordance with their respective Revolving Commitments. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Each Lender at its option may
make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms
of this Agreement.


 


Section 2.03         Requests
for Borrowings.


 


(a)          Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Loans shall be made upon
the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) three Business Days prior to the requested
date of any Borrowing or continuation of Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency
Loans, (ii) 1:00 p.m. (New York City time) four Business Days prior to the requested date of any Borrowing or continuation
of Eurocurrency Loans denominated in an Alternative Currency and (iii) 11:00 a.m. (New York City time) on the requested date
of any Borrowing of ABR Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having
an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,”
the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the
requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the
Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m.,
three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify
the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.
Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurocurrency Loans shall be a Dollar Equivalent of approximately $1,000,000
or a whole multiple of approximately $500,000 in excess thereof. Except as provided in Section 2.05, each Borrowing
of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each
Borrowing Request (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of Revolving
Loans, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency 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 currency in which the Loans to be borrowed are to be denominated,
(v) the Type of Loans to be borrowed or to which existing Revolving Loans are to be converted and (vi) if applicable,
the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Request
or fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as,
or converted to, ABR Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it
shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans
shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans.
If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but
fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated
in an Alternative Currency), it will be deemed to have specified an Interest Period of one month. If no currency is specified in
a Borrowing Request, the requested Borrowing shall be in Dollars.


 




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(b)          Following
receipt of a Borrowing Request, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency)
of its pro rata share of the Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each applicable Lender of the details of any automatic conversion to ABR Loans or continuation of Loans denominated
in an Alternative Currency described in Section 2.03(a). In the case of each Borrowing, each applicable Lender shall
make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
for Dollars or the applicable Alternative Currency, as the case may be, not later than 9:00 a.m. or, in the case of ABR Loans,
1:00 p.m. (New York City time, if such Loan is in Dollars, or, otherwise, London time) on the Business Day specified in the applicable
Borrowing Request. Upon satisfaction of the conditions set forth in Section 4.02 (and, with respect to Loans, if any,
made on the Closing Date, the conditions set forth in Section 4.01), 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
of the Borrower on the books of the Administrative Agent with such amount in immediately available funds or (ii) wire transfer
of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower; provided that if, on the date a Borrowing Request with respect to a Borrowing of Revolving Loans is given
by the Borrower, there are LC Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment
in full of any such LC Borrowings, and second, to the Borrower as provided above.


 


(c)          Except
as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for
such Eurocurrency Loan. During the existence of an Event of Default, the Required Lenders may require that no Loans may be converted
to or continued as Eurocurrency Loans.


 




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


 


(e)          After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than ten Interest Periods in effect at one time unless otherwise agreed between the Borrower and
the Administrative Agent.


 


(f)          Unless
the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that
such Lender has made such portion 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 agrees 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 2.03(f) 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 and the
Administrative Agent shall promptly remit to Borrower any amounts previously paid by Borrower in respect of such Borrowing under
this Section 2.03. 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.


 


Section 2.04         Swing
Line Loans.


 


(a)          The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to
the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period
beginning on the Business Day after the Closing Date and until the Maturity Date in an aggregate principal amount not to exceed
at any time outstanding the amount of the Swing Line Sublimit; provided that, after giving effect to any Swing Line Loan,
(i) the Revolving Exposure of any Lender shall not exceed such Lender’s Revolving Commitment then in effect; and (ii)
the Outstanding Amount of Revolving Loans of the Revolving Lender acting as the Swing Line Lender, when aggregated with such Revolving
Lender’s LC Exposure and the amount of Swing Line Loans outstanding, exceeding such Revolving Lender’s Revolving Commitment;
provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing
Line Loan shall be an ABR Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 




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(b)          Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender,
which may be given by telephone. Each such notice must be received by the Swing Line Lender not later than 2:00 p.m. (New
York City time) on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal
amount shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be in integral multiples of $100,000) and (ii) the
requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to
the Swing Line Lender of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower.
Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request
of any Revolving Lender) prior to 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing
the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02
is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m.
(New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available
funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the
Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless
the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line
Lender’s fronting exposure with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such
Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory
to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding
Swing Line Loans.


 


(c)          Refinancing
of Swing Line Loans.


 


(i)          The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes such Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal
to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements
of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the aggregate Revolving Commitments and the conditions set forth in Section 4.02.
The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount
specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line
Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 3:00 p.m. (New York City
time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the Swing Line Lender.


 




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(ii)         If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing
Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s
payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be
deemed payment in respect of such participation.


 


(iii)        If
any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect, plus
any reasonable administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.
A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest error.


 


(iv)        Each
Revolving Lender's obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant
to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including
(A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender,
the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s
obligation to make Revolving Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations
in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations
shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided
herein.


 


(d)          Repayment
of Participations.


 


(i)          At
any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage
or other applicable share provided for under this Agreement of such payment (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received
by the Swing Line Lender.


 


(ii)         If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in this Agreement (including pursuant to any settlement entered
into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the Federal Funds Effective Rate. The Administrative Agent will make such demand upon
the request of the Swing Line Lender.


 




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(e)          Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Revolving Lender funds its ABR Loan or risk participation pursuant to this Section 2.04 to
refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall
be solely for the account of the Swing Line Lender.


 


(f)          Payments
Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender.


 


(g)          Replacement
of the Swing Line Lender. The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Swing Line Lender and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of
any such replacement of a Swing Line Lender. From and after the effective date of any such replacement, (x) the successor
Swing Line Lender shall have all the rights and obligations of the replaced Swing Line Lender under this Agreement with respect
to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed
to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the
context shall require. After the replacement of a Swing Line Lender hereunder, the replaced Swing Line Lender shall remain a party
hereto and shall continue to have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing
Line Loans made by it prior to its replacement, but shall not be required to make additional Swing Line Loans.


 


(h)          Resignation
of the Swing Line Lender. Subject to the appointment and acceptance of a successor Swing Line Lender, the Swing Line Lender
may resign as a Swing Line Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower
and the Lenders, in which case, such Swing Line Lender shall be replaced in accordance with Section 2.04(g).


 


Section 2.05         Letters
of Credit.


 


(a)          The
Letter of Credit Commitment.


 


(i)          Subject
to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the other Revolving
Lenders set forth in this Section 2.05, (x) from time to time on any Business Day during the period from the Closing
Date until the fifth Business Day prior to the Maturity Date, to issue Letters of Credit denominated in Dollars or any Alternative
Currency for the account of the Borrower under the Revolving Facility (provided that any Letter of Credit may be for the
benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with
this Section 2.05, and (y) to honor drawings under the Letters of Credit and (B) the Revolving Lenders severally
agree to participate in Letters of Credit pursuant to this Section 2.05; provided that no Issuing Bank shall
make LC Credit Extensions with respect to Letters of Credit, and Revolving Lenders shall not be obligated to participate in Letters
of Credit if, after giving effect to such LC Credit Extension, (x) the Revolving Exposure of any Lender would exceed its Revolving
Commitment or (y) the Outstanding Amount of the L/C Exposure would exceed its Letter of Credit Sublimit. Each request by the Borrower
for an LC Credit Extension shall be deemed to be a representation by the Borrower that the LC Credit Extension so requested complies
with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower
may, during the foregoing period and subject to the consent of the applicable Issuing Bank, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed.


 




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(ii)         No
Issuing Bank shall issue or amend any Letters of Credit if:


 


(3)         subject
to Section 2.05(a)(viii), the expiry date of such requested Letter of Credit would occur more than twelve months after
the date of issuance or last renewal, unless otherwise agreed by such Issuing Bank and the Administrative Agent; or


 


(4)         the
expiry date of such requested Letter of Credit would occur after the applicable fifth Business Day prior to the Maturity Date,
unless each Revolving Lender shall have approved such expiry date.


 


(iii)        [Reserved].


 


(iv)        [Reserved].


 


(v)         Each
Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative
Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with
Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully
as if the term “Administrative Agent” as used in Article VIII included each Issuing Bank with respect to
such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Banks.


 


(vi)        Each
Letter of Credit shall be issued or amended, as the case may be, with the consent of the applicable Issuing Bank and upon the request
of the Borrower delivered to such Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received
by such Issuing Bank and the Administrative Agent not later than 1:00 p.m. at least two Business Days prior to the proposed
issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the applicable Issuing Bank
may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit,
such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (a) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the
expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary
in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; (g) the currency in which the request Letter of Credit will be denominated; and (h) such other information
as shall be necessary to prepare such Letter of Credit. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank
(1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the
nature of the proposed amendment; and (4) such other information as shall be necessary to amend such Letter of Credit.


 




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(vii)       Promptly
after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if
not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such Issuing Bank has received written
notice from the Required Lenders, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more conditions contained in Section 4.02
(and, with respect to Letters of Credit, if any, issued on the Closing Date, the conditions set forth in Section 4.01)
shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank may (but shall not be required
to), on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into
the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Lender under
the applicable Revolving Facility shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from such Issuing
Bank a risk participation in such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Percentage under
the applicable Revolving Facility times the amount of such Letter of Credit.


 


(viii)      If
the Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank may, in its sole discretion,
agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”);
provided that any such Auto-Renewal Letter of Credit must permit such Issuing Bank to prevent any such renewal at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to
be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower
shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit
has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to
permit the renewal of such Letter of Credit at any time to an expiry date not later than the fifth Business Day prior to the Maturity
Date; provided that such Issuing Bank shall not permit any such renewal if (A) such Issuing Bank has determined that
it would not be permitted to issue such Letter of Credit in its renewed form under the terms thereof, or (B) it has received notice
(which may be by telephone or in writing) on or before the day that is five Business Days before the Nonrenewal Notice Date from
the Administrative Agent or the Required Lenders, as applicable, or the Borrower that one or more of the conditions specified in
Section 4.02 is not then satisfied.


 


(ix)         Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment.


 




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(x)          Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing
Bank shall notify promptly the Borrower and the Administrative Agent thereof. In the case of an LC Disbursement with respect to
any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable Issuing Bank in such Alternative
Currency, unless (A) such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement
in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified such
Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse such Issuing Bank in Dollars.
In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency,
the applicable Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following
the determination thereof. Not later than 11:00 a.m. on the first Business Day following the date on which the Borrower receives
notice of any LC Disbursement (each such date, an “Honor Date”), the Borrower shall reimburse the applicable
Issuing Bank in an amount equal to the amount of such LC Disbursement and in the applicable currency. If the Borrower fails to
so reimburse such Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor
Date, the amount of the unreimbursed LC Disbursement (the “Unreimbursed Amount”) (expressed in Dollars based
on the Dollar Equivalent amount thereof in the case of an Alternative Currency), and the amount of such Revolving Lender’s
Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested an ABR Revolving Loan to be disbursed
on the Honor Date in an amount equal to the Outstanding Amount of such LC Disbursement, without regard to the minimum and multiples
specified in Section 2.03 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion
of the Revolving Commitments, and subject to the conditions set forth in Section 4.02 (other than the delivery of a
Borrowing Request). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.05(a)(x)
may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.


 


(xi)         Each
Revolving Lender (including any such Lender acting as an Issuing Bank) shall upon receipt of any notice made pursuant to Section 2.05(a)(x)
make funds available to the Administrative Agent for the account of the applicable Issuing Bank at the Administrative Agent’s
Office for payments in an amount equal to its Applicable Percentage of any LC Disbursement that has not been reimbursed by the
Borrower at or prior to 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject
to the provisions of Section 2.05(a)(xii), each Revolving Lender that so makes funds available shall be deemed to have
made an ABR Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable
Issuing Bank and such funds shall be applied to repay the applicable LC Disbursement.


 


(xii)        With
respect to any LC Disbursement that is not fully reimbursed by the Borrower and has not been refinanced by an ABR Revolving Loan
because the applicable conditions set forth in Article IV cannot be satisfied or for any other reason, the Borrower
shall be deemed to have incurred from the applicable Issuing Bank an LC Borrowing in the Outstanding Amount of the LC Disbursement
that is not so reimbursed or refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at the rate specified in Section 2.11(c). In such event, each Revolving Lender’s payment to the
Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(a)(xi) shall be deemed
payment in respect of its participation in such LC Borrowing and shall constitute an LC Advance from such Lender in satisfaction
of its participation obligation under this Section 2.05.


 




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(xiii)       Until
a Revolving Lender funds its Revolving Loan or LC Advance pursuant to this Section 2.05(a) to reimburse the applicable
Issuing Bank for any LC Disbursement, interest in respect of such Revolving Lender’s Applicable Percentage of such amount
shall be solely for the account of the applicable Issuing Bank.


 


(xiv)      Each
Revolving Lender’s obligation to make Revolving Loans or LC Advances to reimburse the applicable Issuing Bank for LC Disbursements
that are not reimbursed by the Borrower as set forth herein, as contemplated by this Section 2.05(a), shall be absolute
and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever;
(B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this
Section 2.05(a) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower
of a Borrowing Request). No such making of an LC Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse
the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest
as provided herein.


 


(xv)       If
any Revolving Lender fails to make available to the Administrative Agent for the account of an Issuing Bank any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(a) by the time specified in Section 2.05(a)(xi),
such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to such Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect plus any administrative,
processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate of an Issuing
Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.05(a)(xv)
shall be conclusive absent manifest error.


 


(xvi)      If
any Revolving Lender becomes a Defaulting Lender following the issuance of any Letter of Credit, the Borrower will promptly deposit
Cash Collateral with the Administrative Agent in an amount equal to such Defaulting Lender’s Applicable Percentage of each
outstanding Letter of Credit which Cash Collateral shall be held by the Administrative Agent to secure such Defaulting Lender’s
obligations to participate in such Letter of Credit (and, if any Cash Collateral remains following the return or expiration of
such Letter of Credit, shall be returned to the Borrower promptly following such return or expiration).


 




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(b)          Repayment
of Participations.


 


(i)          If,
at any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such
Lender’s LC Advance in respect of such payment in accordance with Section 2.05(a), the Administrative Agent receives
for the account of such Issuing Bank any payment in respect of the related LC Disbursement or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Revolving Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s LC Advance was outstanding) in the same funds as those
received by the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.05(a)(x)
is required to be returned under any of the circumstances described in Section 9.03 (including pursuant to any settlement
entered into by such Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account
of such Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight
Rate from time to time in effect. The obligations of the Revolving Lenders under this clause (b)(ii) shall survive
the payment in full of the Obligations and the termination of this Agreement.


 


(c)          The
obligation of the Borrower to reimburse the applicable Issuing Bank for each LC Disbursement and to repay each LC Borrowing shall
be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:


 


(i)          any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;


 


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


 


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


 


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


 




    	 	-59-	 



     


    

 


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


 


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


 


provided that the foregoing shall
not excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are waived by the Borrower to the extent permitted by any Requirement of Law) suffered by the Borrower
that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof, or acts or omissions by such Issuing Bank constituting gross negligence
or willful misconduct by, such Issuing Bank.


 


(d)          Neither
the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence
arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed
to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the
Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of, an Issuing Bank (as finally determined by a court of competent jurisdiction),
such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


 


(e)          If
(i) any Event of Default occurs and is continuing and the Required Lenders require the Borrower to Cash Collateralize the
LC Exposure or (ii) an Event of Default pursuant to clause (h) or (i) of Section 7.01 occurs and
is continuing, then the Borrower shall Cash Collateralize the LC Exposure (in an amount equal to the Outstanding Amount thereof
determined as of the date of such Event of Default), and shall do so not later than 2:00 p.m. (New York City time) on (x) in
the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof,
if such notice is received on such day prior to 12:00 Noon (New York City time) or (2) if clause (1) above
does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case
of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under clause (h)
or (i) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof,
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit
of the applicable Issuing Bank and the Revolving Lenders, as collateral for the LC Exposure, cash or deposit account balances (“Cash
Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and
the applicable Issuing Bank (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term have corresponding
meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Revolving Lenders,
a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral
shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents selected
by the Administrative Agent in its sole discretion. The Administrative Agent may, at any time and from time to time after the initial
deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange
rate fluctuations. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall
be applied, to the extent permitted under applicable Requirements of Law, to reimburse the applicable Issuing Bank. To the extent
the amount of any Cash Collateral exceeds the then Outstanding Amount of such LC Exposure and so long as no Event of Default has
occurred and is continuing, the excess shall be refunded to the Borrower within three days of the date that such excess accrues
together with all interest, if any, that has accrued on such amount. If such Event of Default is cured or waived and no other Event
of Default is then occurring and continuing, the amount of any Cash Collateral shall be refunded to the Borrower within three days
of the occurrence of such cure or waiver together with all interest, if any, that has accrued on such amount.


 




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(f)          Applicability
of ISP. Unless otherwise expressly agreed by the relevant Issuing Bank and the Borrower when a Letter of Credit is issued,
the rules of the ISP shall apply to each Letter of Credit.


 


(g)          Conflict
with Letter of Credit Application. Notwithstanding anything else to the contrary in any Letter of Credit Application, in the
event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.


 


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


 


(i)          Addition
of an Issuing Bank. A Revolving Lender may become an additional Issuing Bank hereunder pursuant to a written agreement between
the Borrower and such Revolving Lender and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed).
The Administrative Agent shall notify the Revolving Lenders of any such additional Issuing Bank.


 


Section 2.06         Termination
and Reduction of Commitments.


 


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


 


(b)          The
Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each
reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000
or if less, the entire remaining amount and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if,
after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.09, the aggregate
Revolving Exposures (excluding the portion of the Revolving Exposures attributable to outstanding Letters of Credit if and
to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and each applicable Issuing Bank
with respect to such Letters of Credit and each applicable Issuing Bank has released the Revolving Lenders from their participation
obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments.


 




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(c)          The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b)
of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election
and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or other contingent
transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition or contingency is not satisfied. Any termination or reduction of the Revolving Commitments
shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their
respective Revolving Commitments.


 


Section 2.07         Repayment
of Loans; Evidence of Debt.


 


(a)          The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan of such Lender on the Maturity Date in the currency in which such Revolving Loan is denominated.


 


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


 


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


 


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


 


(e)          Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by the Administrative
Agent.


 


Section 2.08         [Reserved].


 




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Section 2.09         Prepayment
of Loans.


 


(a)          The
Borrower shall have the right at any time and from time to time to prepay any Borrowing under the Revolving Facility in whole or
in part, subject to the requirements of this Section.


 


(b)          In
the event and on such occasion that the aggregate Revolving Exposures exceed 100% of the aggregate Revolving Commitments,
the Borrower shall immediately prepay Revolving Loans (or, if no such Borrowings are outstanding, Cash Collateralize Letters of
Credit pursuant to Section 2.05(e)) in an aggregate amount equal to the amount by which such Revolving Exposures exceed
the aggregate Revolving Commitments; provided that if such excess results from fluctuations in the Dollar Equivalent of
Loans denominated in Euros, Sterling or any other Alternative Currency and such excess is less than 5% of the Revolving Commitments,
no such prepayment of Revolving Loans shall be required.


 


(c)          In
connection with any optional prepayment pursuant to Section 2.09(a), the Borrower shall notify the Administrative Agent
by telephone (confirmed by any approved form of electronic communication or otherwise in writing) of any prepayment hereunder (i) in
the case of prepayment of a Eurocurrency Borrowing denominated in Dollars, not later than 1:00 p.m. (New York City time) three
Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing denominated in an
Alternative Currency, not later than 1:00 p.m. (New York City time) four Business Days before the date of prepayment or (iii) in
the case of prepayment of an ABR Borrowing, not later than 3:00 p.m. (New York City time) on the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or Borrowings
or portion thereof to be prepaid; provided that a notice of optional prepayment may state that such notice is conditional
upon the occurrence of an event specified therein, in which case such notice of prepayment may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to 1:00 p.m. (New York City time) on the specified date) if such condition is not
satisfied; provided, further, that each such notice must be in a form reasonably acceptable to the Administrative
Agent. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.03(a), except as necessary to apply fully the required amount of a mandatory
prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided
that during the continuance of an Event of Default, each prepayment shall be applied pro rata. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.11, except in the case of partial prepayment of ABR Loans,
which interest shall be payable on the next scheduled interest payment date.


 


Section 2.10         Fees.


 


(a)          The
Borrower agrees to pay to the Administrative Agent, for the account of each Revolving Lender, a commitment fee in Dollars equal
to 0.25% per annum times the actual daily amount by which the aggregate Revolving Commitments exceed the sum of (A) the Outstanding
Amount of Revolving Loans and (B) the Outstanding Amount of L/C Exposure; provided that any commitment fee accrued with
respect to any of the Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting
Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except
to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided,
further, that no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such
Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the Closing Date until the Maturity Date
and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing
[__], 2019, and on the Maturity Date. The commitment fee shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day).


 




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(b)          The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee in Dollars
with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest
rate applicable to Eurocurrency Revolving Loans on the actual daily Outstanding Amount of such Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements or LC Borrowings) during the period from and including the Closing
Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which
such Lender ceases to have any LC Exposure; provided that no such fee shall accrue on the LC Exposure of a Defaulting Lender
during any period that it is a Defaulting Lender, and (ii) to each applicable Issuing Bank a fronting fee in Dollars, which
shall accrue at a rate per annum equal to 0.125% on the actual daily amount of the LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements or LC Borrowings) under any Letter of Credit issued by such Issuing Bank during the period from
and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date
on which there ceases to be any LC Exposure under any Letter of Credit issued by such Issuing Bank, as well as each Issuing Bank’s
standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees shall accrue at all times from the Closing Date until the Maturity Date and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing [__], 2019, and on
the Maturity Date. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten Business Days
after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).


 


(c)          The
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.


 


(d)          All
fees payable hereunder shall be paid on the dates due, in immediately available funds in the currency specified herein (or, if
no currency is specified, in Dollars), to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable
to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall
not be refundable under any circumstances, absent manifest error.


 


Section 2.11         Interest.


 


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


 


(b)          The
Loans comprising each Eurocurrency Borrowing shall bear interest at the applicable Eurocurrency Rate for the Interest Period in
effect for such Borrowing plus the Applicable Rate.


 


(c)          Notwithstanding
the foregoing, (i) if any amount (other than principal of any Loan) payable by the Borrower hereunder (including any LC Disbursement
or LC Borrowing) is not paid when due, whether at stated maturity, upon acceleration or otherwise, such amount shall bear interest,
after as well as before judgment, at a rate per annum equal to 2.00% plus the rate applicable to ABR Revolving Loans as
provided in paragraph (a) of this Section and (ii) if any principal of any Loan payable by the Borrower hereunder
is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to 2.00% plus the rate otherwise applicable to such Loan as provided
in the preceding paragraphs of this Section.


 




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


 


(e)          All
computations of interest for ABR Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual
days elapsed (including ABR Loans determined by reference to the Eurocurrency Rate). All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being
paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Revolving Loans denominated in
Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. 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, bear interest for one 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 2.12         Alternate
Rate of Interest. Subject to the definition of “Eurocurrency Rate,” if prior to the commencement of any Interest
Period for a Eurocurrency Borrowing in any currency:


 


(a)          the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Eurocurrency Rate for such currency for such Interest Period; or


 


(b)          the
Administrative Agent is advised by the Required Lenders that the Eurocurrency Rate for such currency for such Interest Period will
not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for
such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone or any approved form of electronic communication as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (1) any request pursuant to Section 2.03(a) that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Eurocurrency Borrowing in the affected currency shall be ineffective and (2) if
any Borrowing Request requests a Eurocurrency Borrowing in such currency, such Borrowing shall instead be an ABR Borrowing.


 


Section 2.13         Increased
Costs.


 


(a)          If
any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
or liquidity of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank (except any such reserve
requirement contemplated by Section 2.13(e) other than as set forth below);


 




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


 


(iii)        subject
any Lender or Issuing Bank to any Tax with respect to any Loan Document, or any Loan made by it or any Letter of Credit or participation
therein, except for (X) Indemnified Taxes or Other Taxes subject to Section 2.15, (Y) any penalties not indemnified
under the first sentence of Section 2.15(c) and (Z) any Excluded Taxes;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or, in the case of clause (iii),
any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or Issuing Bank of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional
costs incurred or reduction suffered; provided, that no Lender or Issuing Bank shall be entitled to request compensation
for any increased cost if it shall not be the general policy and practice of such Lender or Issuing Bank to seek compensation in
similar circumstances under similar provisions in comparable credit facilities to the extent it is entitled to do so.


 


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


 


(c)          A
certificate of a Lender or Issuing Bank setting forth in reasonable detail the basis for and the calculation of the amount or amounts
necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section 2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error.
The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within
ten Business Days after receipt thereof.


 


(d)          Failure
or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than
180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation
therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 




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(e)          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 (currently known as “eurocurrency liabilities”),
additional interest on the unpaid principal amount of each Eurocurrency Rate Loan 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), 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 Revolving Commitments or the funding of
the Eurocurrency Rate Loans, 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 Revolving Commitment or Loan by such Lender (as determined
by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date
or which interest is payable on such Loan; provided the Borrower shall have received at least ten Business Days’ prior
notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give
notice ten Business Days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable
ten Business Days from receipt of such notice.


 


Section 2.14         Break
Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurocurrency Loan other than on
the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of
any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section 2.09(c) and is revoked in accordance therewith) or (d) the assignment of any
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.17 or Section 9.02(b), then, in any such event, the Borrower shall compensate each
applicable Lender for the loss, cost and expense attributable to such event (excluding loss of anticipated profits). Such loss,
cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency
Rate that would have been applicable to such Loan (excluding the Applicable Rate), for the period from the date of such event to
the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue
on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of
such period, for deposits in the applicable currency of a comparable amount and period from other banks in the Eurocurrency market.
A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant
to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within ten Business Days after receipt thereof.


 




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Section 2.15         Taxes.


 


(a)          Any
and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes, except as required by applicable Requirement of Law. If any applicable
Requirement of Law (as determined in the good faith discretion of the applicable withholding agent) requires the deduction or withholding
of any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by the Borrower shall be increased as
necessary so that after all such required deductions have been made (including such deductions applicable to additional sums payable
under this Section 2.15) the Administrative Agent, Lender or Issuing Bank (as the case may be) 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, and (iii) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.


 


(b)          Without
limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Requirement of Law.


 


(c)          The
Borrower shall indemnify and hold harmless the Administrative Agent, each Lender and each Issuing Bank, within thirty Business
Days after written demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment by or
on account of the Borrower under any Loan Document, and any Other Taxes, payable by the Administrative Agent, such Lender or Issuing
Bank (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15)
and any reasonable out of pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except for any penalties, interest
or expenses to the extent determined by a final judgment of a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of such Administrative Agent, Lender or Issuing Bank; provided that if the Administrative Agent or
any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the
applicable Lender received written demand for payment of the applicable Indemnified Taxes or Other Taxes from the relevant Governmental
Authority or (2) the date on which the Administrative Agent or the applicable Lender paid the applicable Indemnified Taxes or Other
Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results
in prejudice to the Borrower or a Guarantor. The written demand shall be made in a certificate setting forth the amount of such
Indemnified Taxes or Other Taxes and, in reasonable detail, the calculation and basis for such Indemnified Taxes or Other Taxes.


 


(d)          As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a receipt, if available, issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(e)          (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 duly completed and signed original
copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.


 


(ii)         Each
Lender that is a Foreign Lender 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:


 


(A)         two
duly completed signed original copies of Internal Revenue Service Form W-8BEN-E claiming eligibility for the benefits of an income
tax treaty to which the United States is a party,


 




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(B)         two
duly completed signed original copies of Internal Revenue Service Form W-8ECI,


 


(C)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(1) two duly completed signed original certificates substantially in the form of Exhibit C (any such certificate
a “United States Tax Compliance Certificate”) and (2) two duly completed signed original copies of Internal
Revenue Service Form W-8BEN-E, or


 


(D)         to
the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership, or is a Participant
holding a participation granted by a participating Lender), two duly completed signed original copies of Internal Revenue Service
Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, W-8BEN-E, United States Tax Compliance Certificate, Form W-9 or any other information
from each beneficial owner that would be required under this Section 2.15(e) if such beneficial owner were a Lender,
as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial
owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate on behalf of each such beneficial owner.


 


(iii)        Without
limitation of its obligations under paragraphs (i) or (ii), each Lender shall, at such time as reasonably requested
by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any other documentation prescribed
by applicable law or reasonably requested by the Borrower or the Administrative Agent, properly completed and executed, as will
permit payments made to such Lender under the Loan Documents to be made without or at a reduced rate of withholding tax. In addition,
any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed
by applicable Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower
or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.


 


(iv)        Each
Lender shall deliver to the Borrower and the Administrative Agent two further signed original copies of any previously delivered
form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes
obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered
by it to the Borrower or the Administrative Agent, or promptly notify the Borrower and the Administrative Agent in writing that
it is legally ineligible to do so. Each Lender shall promptly notify the Borrower and the Administrative Agent in writing at any
time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower
or the Administrative Agent.


 


(v)         Notwithstanding
any other provision of this Section 2.15(e), a Lender shall not be required to deliver any form that such Lender is not
legally eligible to deliver.


 




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(vi)        The
Administrative Agent shall provide the Borrower with, if it is a United States person (as defined in Section 7701(a)(30) of the
Code), copies of duly completed and executed Internal Revenue Service Form W-9 certifying that it is exempt from U.S. federal backup
withholding, and, if it is not a United States person, copies of duly completed and executed (1) Internal Revenue Service Form
W-8ECI, Form W-8BEN, or Form W-8BEN-E, as applicable, with respect to payments to be received by it as a beneficial owner and (2)
Internal Revenue Service Form W-8IMY (together with required accompanying documentation) assuming primary responsibility for U.S.
federal income tax withholding with respect to payments to be received by it on behalf of the Lenders, and shall update such forms
periodically upon the reasonable request of the Borrower. Notwithstanding any other provision of this clause (vi), the Administrative
Agent shall not be required to deliver any form that such Administrative Agent is not legally eligible to deliver, provided that,
in the event that the Administrative Agent is not legally eligible to deliver the forms described in this clause (vi), the
Borrower may require the appointment of a sub-agent in accordance with Article VIII, which sub-agent shall deliver to the Borrower
the documentation described in this clause (vi).


 


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


 


(f)          Each
Lender hereby authorizes the Administrative Agent to deliver to the Borrower and to any successor Administrative Agent any documentation
provided by such Lender to the Administrative Agent pursuant to Section 2.15(e).


 


(g)          If
the Administrative Agent, an Issuing Bank or a Lender determines, in its reasonable discretion, that it has received a refund of
any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to the Borrower (but only
to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund), net of all reasonable expenses (including any Taxes) of the Administrative Agent,
such Issuing Bank or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower, upon the request of the Administrative Agent, such Issuing Bank or
such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Administrative Agent, such Issuing Bank or such Lender in the event the Administrative
Agent, such Issuing Bank or such Lender is required to repay such refund to such Governmental Authority. This Section shall not
be construed to require the Administrative Agent, such Issuing Bank or any Lender to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Borrower or any other Person.


 




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(h)          The
Administrative Agent and each Lender shall use commercially reasonable efforts to cooperate with the Borrower in attempting to
recover any Indemnified Taxes and Other Taxes that the Borrower reasonably asserts were improperly imposed if (i) in the reasonable
judgment of the Administrative Agent or such Lender, as applicable, such cooperation would not subject the Administrative Agent
or such Lender, as applicable, to any unreimbursed cost or expense or otherwise be materially disadvantageous to the Administrative
Agent or such Lender, as applicable, and (ii) based on written advice of the Borrower’s independent accountants or external
legal counsel delivered to such Administrative Agent or Lender, there is a reasonable basis for the Borrower to contest with the
applicable Governmental Authority the imposition of such Indemnified Taxes or Other Taxes; provided, however, that
any such attempts shall be at the sole cost of the Borrower and the Borrower shall indemnify the Administrative Agent and each
Lender for any costs it incurs in connection with complying with this Section 2.15(h). In such event, the applicable
Administrative Agent or Lender shall only be required to pursue the applicable refund in a commercially reasonable manner, and
at the Borrower’s sole cost and expense. In no event will this Section 2.15(h) relieve the Borrower of its obligation
to pay any additional amounts or indemnification payments to the Administrative Agent or any Lender under this Section 2.15.
Any refund obtained shall be repaid to the Borrower to the extent provided in Section 2.15(g).


 


Section 2.16         Payments
Generally; Pro Rata Treatment; Sharing of Setoffs.


 


(a)          The
Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees or reimbursement
of LC Borrowings or LC Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise)
prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly
required, prior to 3:00 p.m. (New York City time (or, in the case of an Alternative Currency, London time), on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Office for the
applicable currency, except payments to be made directly to the applicable Issuing Bank as expressly provided herein and except
that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative
Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. Except as otherwise expressly provided herein and except with respect to principal
of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office in Dollars and in Same Day Funds. Except as otherwise expressly provided herein, all payments by the Borrower hereunder
with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in such Alternative Currency and in Same Day Funds. If, for any reason, the Borrower is prohibited by any Requirement of Law from
making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar
Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its pro
rata (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s
lending office.


 




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(b)          Subject
to Section 2.16(e), if at any time insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, unreimbursed LC Borrowings and LC Disbursements, interest and fees then due hereunder, such
funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Borrowings and LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Borrowings and LC Disbursements then due to such parties.


 


(c)          Subject
to Section 2.16(e), if any Lender under the Revolving Facility shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or LC Advances resulting
in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and LC Advances and accrued
interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Revolving Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or other Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents
to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


(d)          Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption
and in its sole discretion, distribute to the Lenders or the applicable Issuing Bank, as the case may be, the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing
Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the Overnight Rate.


 


(e)          If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.03(b), 2.16(d)
or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid.


 




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Section 2.17         Mitigation
Obligations; Replacement of Lenders.


 


(a)          If
any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case
may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not be
inconsistent with its internal policies or otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)          If
any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender becomes
a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Banks), which
consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and LC Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from
the assignee or the Borrower, (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing
and recordation fee specified in Section 9.04(b) and (iv) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such
assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken
by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and
delegation cease to apply. Additionally, at any time that a Lender is a Defaulting Lender, the Borrower may elect to terminate
the Commitment of such Lender so long as any resulting change in the Revolving Exposures as a result of such termination would
not cause the Revolving Exposure of any Revolving Lender to exceed the Revolving Commitment of such Revolving Lender except in
the case of any Revolving Loans of such Defaulting Lender that are then outstanding (in which case, the Borrower may only terminate
the unused portion of such Defaulting Lender’s Revolving Commitment; provided that upon any prepayment of Revolving
Loans by the Borrower following any such termination, the outstanding Revolving Loans of such Defaulting Lender shall be prepaid
as if its Revolving Commitment was as in effect at the time such Defaulting Lender became a Defaulting Lender).


 


Section 2.18         Incremental
Revolving Commitments.


 


(a)          At
any time and from time to time prior to the Maturity Date, subject to the terms and conditions set forth herein, the Borrower may,
by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders),
request to increase the existing Revolving Commitments (“Incremental Revolving Commitments”) and, at the Borrower’s
option, increase the Swing Line Facility and the Letter of Credit Sublimit on a ratable basis (with the consent of the Swing Line
Lender and the Issuing Banks, respectively). Notwithstanding anything to the contrary herein, the aggregate principal amount of
the Incremental Revolving Commitments shall not exceed $250,000,000. Each exercise of the Borrower’s right to seek Incremental
Revolving Commitments shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than
$25,000,000 (or such lesser amount approved by the Administrative Agent).


 




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(b)          Each
notice from the Borrower pursuant to this Section shall set forth the requested amount and the proposed terms of the relevant Incremental
Revolving Commitments. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental
Revolving Commitments (any such bank, financial institution, existing Lender or other Person being called an “Additional
Lender”) shall be reasonably satisfactory to the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing
Bank and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental
Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such
Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Revolving Commitment unless,
in its sole discretion, it so agrees. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such
amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the
provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions
of clause (B) of the second proviso of Section 9.03(b)). The effectiveness of any Incremental Facility
Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”)
of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of
such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date).


 


(c)          The
terms, provisions and documentation of Incremental Revolving Commitments shall be, identical to the existing Revolving Commitments
existing on the closing date of such Incremental Facility Amendment (other than with respect to upfront fees applicable to such
Incremental Revolving Commitments).


 


Section 2.19         Extension
Option.


 


(a)          The
Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not more than 60 days and not less
than 30 days prior to any two anniversaries of the Closing Date (each such anniversary, an “Anniversary Date”),
request that the Lenders extend the Maturity Date applicable to their Revolving Commitments for an additional one-year period from
the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”).


 


(b)          Each
such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given no later than the
date (herein, the “Consent Date”) that is 20 days after the date of the extension request (or, if such date
is not a Business Day, the next succeeding Business Day), advise the Borrower and the Administrative Agent whether or not such
Lender agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination
Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders)
of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so
advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree
to such extension shall not obligate any other Lender to so agree.


 


(c)          The
Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.19 no later than
the date 25 days after the date of the extension request (or, if such date is not a Business Day, on the next preceding Business
Day).


 




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(d)          If
and only if the total of the Revolving Commitments of the Lenders that have agreed to extend their Commitment Termination Date
(after giving effect to any Lenders that agree to become Lenders in connection with any extension pursuant to this Section 2.19)
shall be more than 50% of the aggregate Revolving Commitments in effect immediately prior to the applicable Anniversary Date, then,
effective as of such Anniversary Date, the Commitment Termination Date of each extending Lender shall be extended automatically,
without any other action by any Person, to the date that is one year after the Existing Commitment Termination Date, provided
that, on the Consent Date, the conditions set forth in Section 4.02 are satisfied. The Administrative Agent will promptly
notify the Borrower and the Lenders of each extension of the Commitment Termination Date pursuant to this Section 2.19.


 


Article III.

REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to the Lenders that:


 


Section 3.01         Organization;
Powers. Each of the Borrower, the Guarantors and the Material Restricted Subsidiaries (a) is duly organized, validly existing
and (where such concept exists) in good standing (or its equivalent, if any) under the laws of the jurisdiction of its organization
except to the extent failure to do so (other than with respect to the Borrower) would not reasonably be expected to have a Material
Adverse Effect, (b) has all requisite corporate power and authority to carry on its business as now conducted except where
the failure to have the same would not reasonably be expected to have Material Adverse Effect and (c) is qualified to do business
in, and (where such concept exists) is in good standing (or its equivalent, if any) in, every jurisdiction where such qualification
is required except where the failure to be so qualified or to be (where such concept exists) in good standing (or its equivalent,
if any) would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.02         Authorization;
Enforceability.


 


(a)          The
Transactions to be entered into and the execution and delivery of this Agreement and each other Loan Document to which it is a
party by each Loan Party are within such Loan Party’s corporate powers and have been or will by the time required be duly
authorized by all necessary corporate or other action.


 


(b)          This
Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which such Loan
Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation
of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


Section 3.03         Governmental
Approvals; No Conflicts. The Transactions and the execution and delivery of this Agreement by each Loan Party (a) do not
require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such
as have been, or will be by the time required, obtained or made and are, or will be by the time required, in full force and effect,
(b) will not violate the Organizational Documents of any Loan Party, (c) will not violate any Requirement of Law applicable
to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon
the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment
to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancellation or
acceleration of any obligation thereunder, and (e) will not result in the creation or imposition of any Lien on any asset
of the Borrower or any Restricted Subsidiary, except Liens permitted by Section 6.02, except, in the case of clauses (c)
and (d), for any such violations, defaults or rights that, would not reasonably be expected to have a Material Adverse Effect.


 




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Section 3.04         Financial
Condition; No Material Adverse Change.


 


(a)          The
Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and
cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied.


 


(b)          No
event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect since
December 31, 2018.


 


Section 3.05         Properties.
Except as would not reasonably be expected to have a Material Adverse Effect:


 


(a)          each
of the Borrower and the Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently
conducted or as proposed to be conducted or to utilize such properties for their intended purposes; and


 


(b)          the
Borrower and the Restricted Subsidiaries own, or are licensed to use, all IP Rights material to the business of the Borrower and
the Restricted Subsidiaries, taken as a whole, and the operation of their respective businesses, including the use of IP Rights
by the Borrower or such Restricted Subsidiary, as applicable, does not infringe upon, misappropriate or violate the rights of any
other Person.


 


Section 3.06         Litigation
and Environmental Matters.


 


(a)          There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of the Borrower, threatened against the Borrower or any Restricted Subsidiary that would reasonably be expected to have a Material
Adverse Effect (other than the Disclosed Matters).


 


(b)          Except
for the Disclosed Matters and except with respect to any other matters that would not reasonably be expected to have a Material
Adverse Effect, neither the Borrower nor any Restricted Subsidiary (i) has failed to comply with any Environmental Law or
to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability.


 


Section 3.07         Compliance
with Laws. Each of the Borrower and the Restricted Subsidiaries is in compliance with all Requirements of Law applicable to
it or its property, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.08         Investment
Company Status. None of the Borrower or any Guarantor is required to be registered as an “investment company” under
the Investment Company Act of 1940.


 




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Section 3.09         Taxes.
Except (a) for failures that would not reasonably be expected to have a Material Adverse Effect and (b) with respect
to Taxes that are being contested in good faith by appropriate proceedings for which adequate reserves have been provided on the
books of the Borrower or its Subsidiaries in accordance with GAAP, the Borrower and each of its Subsidiaries has (i) timely
filed or caused to be filed (taking into account valid extensions) all Tax returns and reports required to have been filed, and
(ii) paid or caused to be paid all Taxes required to have been paid by it (including any such Taxes in the capacity of a withholding
agent).


 


Section 3.10         ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. The minimum funding
standards of ERISA and the Code with respect to each Plan have been satisfied except where a failure to meet such minimum funding
standards would not reasonably be expected to have a Material Adverse Effect. There exists no Unfunded Pension Liability with respect
to any Plan, except as would not reasonably be expected to have a Material Adverse Effect. Except as would not, either individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each “employee benefit plan” (as
such term is defined in Section 3(3) of ERISA, whether or not subject thereto) maintained by the Borrower or any ERISA Affiliate
is in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder
and other federal, state or foreign Laws.


 


Section 3.11         Disclosure.
None of the reports, financial statements, certificates or any other information (other than information of a general economic
or general industry nature) furnished in writing by or on behalf of the Borrower to the Administrative Agent or any Lender in connection
with the negotiation of any Loan Document or delivered thereunder (as modified or supplemented by other information so furnished
and taken together as a whole) contains any untrue statement of material fact or omits to state any material fact necessary to
make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially
misleading; provided that, with respect to any such information consisting of projections, forecasts and other forward-looking
statements with respect to the Borrower or any of its Subsidiaries (collectively, the “Projections”), the Borrower
represents only that any such Projections have been prepared based upon good faith assumptions believed by it to be reasonable
at the time prepared (it being understood that such Projections are not to be viewed as facts, are subject to significant uncertainties
and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no guarantee or other assurance
can be given that any Projections will be realized, and that actual results may differ from Projections and such difference may
be material).


 


Section 3.12         Insurance.
The Borrower believes that the insurance maintained by or on behalf of the Borrower and its Material Restricted Subsidiaries complies
with the requirements set forth in Section 5.06.


 


Section 3.13         Federal
Reserve Regulations.


 


(a)          No
Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.


 


(b)          Taking
into account all of the Transactions, no part of the proceeds of the Loans will be used for any purpose that violates the provisions
of the Regulations of the Board, including Regulation T, U or X.


 


Section 3.14         OFAC.
Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer,
employee, agent, or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or
entity that is (i) currently the subject of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction.


 




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Section 3.15         Anti-Corruption
Laws and Patriot Act. The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects
with applicable Anti-Corruption Laws and the Patriot Act, as amended, and regulations thereunder, and have instituted and maintained
policies and procedures reasonably designed to achieve compliance with such laws and regulations.


 


Section 3.16         Security
Documents.


 


(a)          Valid
Liens. Each Collateral Document delivered pursuant to Section 4.01 and Sections 5.10 and 5.11
will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured
Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended
to be created thereby, and (i) when financing statements and other filings in appropriate form are filed in the offices specified
on Schedule 4 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent
of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or
control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security
Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in
(to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent
perfection can be obtained by filing financing statements or the taking of possession or control, in each case subject to no Liens
other than Liens permitted by Section 6.02.


 


(b)          PTO
Filing; Copyright Office Filing. When the Intellectual Property Security Agreements are properly filed in the United States
Patent and Trademark Office and the United States Copyright Office, as applicable, to the extent such filings may perfect such
interests, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all
right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered
or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registered
or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted
hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States
Copyright Office may be necessary to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights
(each as defined in the Security Agreement) acquired by the grantors thereof after the Closing Date).


 


Section 3.01         Solvency.


 


On the Closing Date
after giving effect to the Transactions:


 


(a)          the
Fair Value of the assets of Borrower and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities;


 


(b)          the
Present Fair Salable Value of the assets of Borrower and its Subsidiaries on a consolidated basis taken as a whole exceeds their
Liabilities;


 


(c)          The
Borrower and its Restricted Subsidiaries on a consolidated basis taken as a whole do not have Unreasonably Small Capital; and


 


(d)          the
Borrower and its Subsidiaries on a consolidated basis taken as a whole will be able to pay their Liabilities as they mature.


 




    	 	-78-	 



     


    

 


For purposes of this Section 3.17, (a) “Fair
Value” of the assets of any Persons means the amount at which the assets (both tangible and intangible), in their
entirety, of such Persons taken as a whole would change hands between a willing buyer and a willing seller, within a commercially
reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act;
(b) “Present Fair Salable Value” of the assets of any Persons means the amount that could be obtained
by an independent willing seller from an independent willing buyer if the assets of such Persons taken as a whole are sold with
reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises
insofar as such conditions can be reasonably evaluated; (c) “Liabilities” of any Persons means the liabilities
(including contingent liabilities) of such Persons taken as a whole, as of the Closing Date after giving effect to the consummation
of the Transactions; (d) “will be able to pay their Liabilities as they mature” for any Persons means
for the period from the Closing Date through the Maturity Date, such Persons taken as a whole will have sufficient assets and cash
flow to pay their Liabilities as those liabilities mature or otherwise become payable, in light of business conducted or anticipated
to be conducted by such Persons and in light of the anticipated credit capacity; and (e) “do not have Unreasonably
Small Capital” for any Persons means such Persons taken as a whole, after giving effect to the Transactions, is a
going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the
Closing Date through the Maturity Date.


 


Article IV.

CONDITIONS


 


Section 4.01         Conditions
to the Closing Date. This Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to make LC Credit
Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in
accordance with Section 9.02):


 


(a)          The
Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies unless
otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (except as otherwise provided below),
each dated a date on or prior to the Closing Date and each in form and substance reasonably satisfactory to the Administrative
Agent:


 


(i)          executed
counterparts of this Agreement, duly executed by each Loan Party and each of the other parties listed on the signature pages hereto;


 


(ii)         counterparts
of each Collateral Document required to be executed on the Closing Date, duly executed by each Loan Party party thereto, together
with:


 


(A)         certificates,
if any, representing the Pledged Equity in the Borrower and in each wholly owned Domestic Subsidiary of the Borrower (other than
those described under clause (b) of the definition of Excluded Subsidiary), accompanied by undated stock or membership interest
powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation
in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments
have been sent for overnight delivery to the Collateral Agent or its counsel);


 


(B)         copies
of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions
that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security
Agreement on assets of the Loan Parties that are parties to the Security Agreement, covering the Collateral described in the Security
Agreement; and


 




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(C)         evidence
that all other actions, recordings and filings required by the Collateral Documents (including the filing of the Intellectual Property
Security Agreements with the United States Patent and Trademark Office and United States Copyright Office, as applicable) as of
the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement
shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;


 


(iii)        a
promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing
the Loan provided by such Lender;


 


(iv)        such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Loan
Parties 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;


 


(v)         a
certificate of good standing for each Loan Party from its jurisdiction of organization;


 


(vi)        a
certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 4.02(a)
and (b) have been satisfied;


 


(vii)       a
favorable opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Loan Parties, addressed to the Administrative
Agent and each Lender (as of the Closing Date);


 


(viii)      evidence
reasonably acceptable to the Collateral Agent that all applicable insurance policies of the Loan Parties name the Collateral Agent
as additional insured or loss payee, as appropriate;


 


(ix)         the
Perfection Certificate, duly completed and executed by the Borrower; and


 


(x)          a
solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transactions).


 


(b)          The
Borrower shall have paid (or caused to be paid) all fees and expenses due to the Arrangers and the Lenders required to be paid
on the Closing Date and, in the case of expenses, to the extent a reasonably detailed invoice has been delivered to the Borrower
at least two Business Days prior to the Closing Date.


 


(c)          On
the Closing Date, neither the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money or
Liens, other than the Revolving Facility (and Liens securing the Revolving Facility) and Indebtedness and Liens permitted under
this Agreement.


 




    	 	-80-	 



     


    

 


(d)          The
Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation and other information
required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten Business Days prior to
the Closing Date. At least three Business Days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification
in relation to the Borrower.


 


(e)          The
IPO shall have been consummated (or shall be consummated substantially concurrently with the effectiveness of this Agreement).


 


(f)          The
Arrangers shall have received the Historical Financial Statements.


 


(g)          Since
December 31, 2018, there shall not have occurred any change, event, occurrence, development, condition or effect that, individually
or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition or results
of operations of the Borrower and its Subsidiaries, taken as a whole.


 


Section 4.02         Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to make
any LC Credit Extension, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following
conditions:


 


(a)          the
representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects
on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the
case may be (except to the extent that any representation and warranty expressly relates to an earlier date, in which case such
representation and warranty shall have been true and correct in all material respects as of such earlier date).


 


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


 


Each Borrowing (provided that a
conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02)
and each LC Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as
to the matters specified in paragraphs (a) and (b) of this Section.


 


Article V.

AFFIRMATIVE COVENANTS


 


Beginning on the Closing
Date and continuing thereafter until the Commitments have expired or been terminated and the principal of and interest on each
Loan and all fees, expenses and other amounts payable under any Loan Document (other than contingent amounts not yet due) shall
have been paid in full and all Letters of Credit shall have expired, been terminated or been Cash Collateralized on terms reasonably
acceptable to the Issuing Banks and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the
Lenders that:


 




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Section 5.01         Financial
Statements and Other Information. The Borrower will furnish to the Administrative Agent on behalf of each Lender:


 


(a)          within
90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2019, its audited
consolidated statement of financial condition and audited consolidated statements of income, changes in stockholders’ equity
and accumulated other comprehensive income and cash flows as of the end of and for such year, and related notes thereto, setting
forth in each case in comparative form the figures for the previous fiscal year (which, for the fiscal year ending December 31,
2019, may include comparative information against the Historical Financial Statements), all reported on by Deloitte & Touche
LLP or such other independent public accountants of recognized national standing (without a “going concern” or like
qualification or exception or any qualification or exception as to the scope of such audit; provided that such report may
contain a “going concern” or like qualification or exception, if such qualification or exception is related to the
(i) upcoming maturity of any Indebtedness or a (ii) failure to satisfy any financial covenants in respect of any Indebtedness
(whether or not such failure has occurred)) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP;


 


(b)          within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the
fiscal quarter ending March 31, 2019, its unaudited consolidated statement of financial condition as of the end of such fiscal
quarter, unaudited consolidated statements of income for such fiscal quarter and the then elapsed portion of the fiscal year and
unaudited statements of changes in stockholders’ equity and accumulated other comprehensive income and cash flows for the
then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period
or periods of (or, in the case of the statement of financial condition, as of the end of) the previous fiscal year (which may include
comparative information against the Historical Financial Statements to the extent applicable), all certified by a Financial Officer
as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence
of footnotes;


 


(c)          within
5 Business Days of any delivery of financial statements under paragraph (a) or (b) above, a certificate of a
Financial Officer (i) stating that, except as set forth in such certificate, such Financial Officer has no knowledge of any
Default existing as of such date and, if a Default does exist, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the Financial
Covenants and (iii) to the extent that any change in GAAP or application thereof has a material impact on such financial statements,
stating whether any change in GAAP or in the application thereof has occurred since December 31, 2018 and, if any such change
has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(d)          within
5 Business Days of any delivery of financial statements under paragraphs (a) and (b) above, reasonably detailed unaudited
consolidating financial information necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated
financial statements;


 




    	 	-82-	 



     


    

 


(e)          within
5 Business Days of any delivery of financial statements under paragraph (a) or (b) above, (i) in the case of financial
statements pursuant to paragraph (a) above only, a certificate setting forth the information describing the legal name and
the jurisdiction of formation of each Loan Party and the location of the chief executive office or registered office, as applicable,
of each Loan Party or confirming that there has been no change in such information since the later of the Closing Date or the date
of the last such report, and (ii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary,
an Unrestricted Subsidiary and/or an Excluded Subsidiary, as applicable, as of the date of delivery of such financial statements
or confirmation that there has been no change in such information since the later of the Closing Date or the date of the last such
list;


 


(f)          promptly
after the same become publicly available, copies of all periodic reports, proxy statements and other material filings (as reasonably
determined by the Borrower) filed by the Borrower or any Subsidiary with the SEC or with any national securities exchange, or distributed
by the Borrower to the holders of its Equity Interests generally; and


 


(g)          promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the
Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lenders
(through the Administrative Agent) may reasonably request; provided that, notwithstanding the foregoing, none of the Borrower
or its Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion
of, any documents, information or other matter (i) in respect of which disclosure to the Administrative Agent (or, as applicable,
any Lender) is then prohibited by law, rule or regulation or any agreement binding on the Borrower or any of its Restricted Subsidiaries,
(ii) that consists of non-financial trade secrets or proprietary computer programs, client and vendor proprietary information,
source code, proprietary technology and similar proprietary information or (iii) that is subject to attorney-client or similar
privilege or constitutes attorney work-product.


 


Notwithstanding the
foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information
of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of the Borrower (or the Public Company
Parent) or (B) the Borrower’s (or the Public Company Parent), 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
the Public Company Parent, such information is accompanied by reasonably detailed unaudited consolidating information that explains
in reasonable detail the differences between the information relating to the Public Company Parent, on the one hand, and the information
relating to the Borrower and the Subsidiaries on a stand-alone basis, on the other hand and (ii) to the extent such information
is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report and
opinion of any independent registered public accounting firm of nationally recognized standing, which report and opinion shall
be prepared in accordance with GAAP and, except as permitted in Section 5.01(a), shall not contain any qualifications or
exceptions as to the scope of such audit or any “going concern” explanatory paragraph or like qualification.


 


Documents required
to be delivered pursuant to Section 5.01 and Section 5.02 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, including
the Public Company Parent) posts such documents, or provides a link thereto on the website on the internet at the Borrower’s
website; or (ii) on which such documents are posted on the Borrower’s behalf on a 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 the Borrower shall notify (which may be by electronic mail) the Administrative Agent of the posting of any
such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies
of such documents from the Administrative Agent and maintaining its copies of such documents.


 




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Section 5.02         Notices
of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative
Agent) prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains notice thereof:


 


(a)          the
occurrence of any Default;


 


(b)          the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect;


 


(c)          within
three Business Days after the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse Effect;
and


 


(d)          any
other development that results in, or would reasonably be expected to have, a Material Adverse Effect.


 


Each notice delivered under this Section
shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section 5.03         Existence;
Conduct of Business. The Borrower will, and will cause each Material Restricted Subsidiary to, do or cause to be done all things
necessary to obtain, preserve, maintain, renew and keep in full force and effect (a) its legal existence and (b) the
rights, licenses, permits, privileges, franchises, and IP Rights material to the conduct of its business, except, in the case of
clause (b), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect;
provided that the foregoing shall not prohibit any transaction permitted under this Agreement.


 


Section 5.04         Payment
of Taxes. The Borrower will, and will cause each Material Restricted Subsidiary to, pay its Tax liabilities that, if unpaid,
would result in a Lien on any of its assets or properties, before the same shall become delinquent or in default, except (a) where
(1) the validity or amount thereof is being contested in good faith by appropriate proceedings and (2) the Borrower or
such Material Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP,
or (b) for any failures to pay that would not reasonably be expected to have a Material Adverse Effect.


 


Section 5.05         Maintenance
of Properties. The Borrower will, and will cause each Material Restricted Subsidiary to, keep and maintain all tangible property
material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except (a) pursuant
to transactions permitted under this Agreement or (b) where the failure to do so would not reasonably be expected to have
a Material Adverse Effect.


 




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Section 5.06         Insurance.


 


(a)          Generally.
The Borrower will, and will cause each Material Restricted Subsidiary to maintain in all material respects insurance with companies
believed by the Borrower to be financially sound and reputable, 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 the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other
Persons.


 


(b)          Requirements
of Insurance. All such insurance shall (i) provide that no cancellation thereof shall be effective until at least 10 days (or,
to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof (the Borrower shall
deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy) or other
evidence thereof to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto) and (ii)
name the Collateral Agent as loss payee (in the case of property insurance) or additional insured on behalf of the Secured Parties
(in the case of liability insurance) (it being understood that, absent an Event of Default, any proceeds of any such property insurance
shall be delivered by the insurer(s) to Borrower or one of its Restricted Subsidiaries and applied in accordance with this Agreement),
as applicable.


 


Section 5.07         Books
and Records; Inspection and Audit Rights. The Borrower will, and will cause each Restricted Subsidiary to, keep proper books
of record and account in a manner sufficient to (a) permit the preparation of financial statements in accordance with GAAP
and (b) calculate the Financial Covenants. Subject to Section 9.13, the Borrower will, and will cause each Restricted
Subsidiary to, permit any representatives designated by the Administrative Agent (or, during an Event of Default, any Lender (which
shall be coordinated through the Administrative Agent)), upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and
independent accountants (and the Borrower shall be afforded the opportunity to participate in any discussions with such officers
and independent accountants), all at such reasonable times and as often as reasonably requested; provided that, excluding
any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such
rights more often than one time during any calendar year at the Borrower’s expense. Notwithstanding anything to the contrary
in this Section 5.07, none of the Borrower or its Restricted Subsidiaries will be required to disclose, permit the
inspection, examination or making of extracts, or discussion of, any documents, information or other matter (i) in respect
of which disclosure to the Administrative Agent (or, as applicable, any Lender or any of their respective designated representatives)
is then prohibited by law, rule or regulation or any agreement binding on the Borrower or any of its Restricted Subsidiaries, (ii) that
consists of non-financial trade secrets or proprietary computer programs, client and vendor proprietary information, source code,
proprietary technology and similar proprietary information or (iii) that is subject to attorney-client or similar privilege
or constitutes attorney work-product.


 


Section 5.08         Compliance
with Laws.


 


(a)          The
Borrower will, and will cause each Restricted Subsidiary to, comply with all Requirements of Law with respect to it or its property,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


(b)          The
Borrower will maintain in effect and enforce policies and procedures reasonably designed to achieve compliance in all material
respects by the Borrower, its Restricted Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions.


 




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Section 5.09         Use
of Proceeds and Letters of Credit.


 


(a)          The
proceeds of the Revolving Loans will be used for working capital and other general corporate purposes. No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of
the Board, including Regulations T, U and X. Letters of Credit will be used for general corporate purposes.


 


(b)          The
Borrower shall not directly or, to its knowledge, indirectly use the proceeds of any Borrowing or LC Credit Extension, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to
fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such
funding, is the subject of Sanctions to the extent in violation of applicable Sanctions, or in any other manner that will result
in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender,
Arranger, Administrative Agent, Issuing Bank or otherwise) of applicable Sanctions.


 


(c)          The
Borrower shall not directly or, to its knowledge, indirectly use the proceeds of any Borrowing or LC Credit Extension for any purpose
which would breach the United States Foreign Corrupt Practices Act of 1977 or the UK Bribery Act 2010, or breach other similar
applicable legislation in other jurisdictions.


 


Section 5.10         Additional
Collateral; Additional Guarantors. At the Borrower’s expense, each Loan Party shall take all action either necessary
or as reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement
continues to be satisfied, including, upon (x) the formation or acquisition of any new direct or indirect Wholly-Owned Subsidiary
(in each case, other than an Excluded Subsidiary) by the Borrower, (y) any Excluded Subsidiary ceasing to constitute an Excluded
Subsidiary or (z) the designation in accordance with Article I of an existing direct or indirect Wholly-Owned
Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:


 


(a)          within
60 days after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent may
agree in writing in its discretion, notify the Administrative Agent thereof and:


 


(i)          cause
each such Domestic Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate)
joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart
of the Intercompany Note, each Intercreditor Agreement, if applicable, and other security agreements and documents, as reasonably
requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the, Security Agreement
and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee
Requirement;


 


(ii)         cause
each such Domestic Subsidiary (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;


 




    	 	-86-	 



     


    

 


(iii)        take
and cause such Domestic Subsidiary and each direct or indirect parent of such Domestic Subsidiary to take whatever action (including
the filing of Uniform Commercial Code financing statements and Intellectual Property Security Agreements, and delivery of stock
and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral
Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the
Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement;
and


 


(b)          if
reasonably requested by the Administrative Agent or the Collateral Agent, within 60 days after such request (or such longer
period as the Administrative Agent may agree in writing in its discretion), deliver to the Collateral Agent any other items necessary
from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests
with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement,
but not specifically covered by the preceding clause (a).


 


Section 5.11         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 any Collateral Documents, to the extent required
pursuant to the Collateral and Guarantee Requirement.


 


Section 5.12         Designation
of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary (other than a Specified Subsidiary) of the
Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately
before and after such designation, no Event of Default shall have occurred and be continuing. 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 of the Borrower’s or its Restricted 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 at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment
in such Subsidiary.


 


Article VI.

NEGATIVE COVENANTS


 


Beginning on the Closing
Date and continuing thereafter until the Commitments have expired or been terminated and the principal of and interest on each
Loan and all fees, expenses and other amounts payable (other than contingent amounts not yet due) under any Loan Document have
been paid in full and all Letters of Credit have expired, been terminated or been Cash Collateralized on terms reasonably acceptable
to the applicable Issuing Banks, the Borrower covenants and agrees with the Lenders that:


 




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Section 6.01         Indebtedness.


 


The Borrower will not,
nor will it permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness other than:


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          (i)
Indebtedness outstanding on the Closing Date and any Permitted Refinancing Indebtedness in respect thereof set forth on Schedule
6.01(b) and (ii) Indebtedness owed by the Borrower and its Restricted Subsidiaries permitted under Section 6.04(c);


 


(c)          Guarantees
by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary; provided
that the Indebtedness so Guaranteed is otherwise permitted to be incurred by the Borrower or such Restricted Subsidiary under this
Section 6.01;


 


(d)          Indebtedness
incurred by the Borrower or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances,
warehouse receipts or similar instruments issued or created, or relating to obligations or liabilities incurred, in the ordinary
course of business or consistent with past practice, 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;


 


(e)          Indebtedness
in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations
(other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business;


 


(f)          Indebtedness
in respect of non-speculative Swap Contracts relating to the business or operations of the Borrower or any Restricted Subsidiary;


 


(g)          Indebtedness
arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds
in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days;


 


(h)          Indebtedness
in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Restricted Subsidiary
engaged in clearing operations in connection with the ordinary clearing, depository and settlement procedures (including, without
limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating
thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing
under any letter of credit or guarantee;


 


(i)          any
Indebtedness of any clearing house incurred in connection with arrangements related to any clearing operations where such Indebtedness
arises under the rules, normal procedures, agreements or legislation governing the clearing operations or such clearing house;
provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date
on which such loan or advance was made or any other such Indebtedness was incurred;


 




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(j)          Indebtedness
of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary that does not increase regulatory capital
incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time
by any Governmental Authority;


 


(k)          Indebtedness
consisting of the financing of insurance premiums in the ordinary course of business.


 


(l)          (i)
Indebtedness of the Borrower or any Restricted Subsidiary consisting of purchase money Indebtedness for purposes of acquiring fixed
or capital assets and Capital Lease Obligations; provided that immediately after giving effect to the incurrence of such
Indebtedness, the Borrower would be in compliance on a Pro Forma Basis with the Financial Covenants as of the most recent test
date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01
and (ii) any Permitted Refinancing Indebtedness in respect thereof


 


(m)          Indebtedness
arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase or acquisition
price or similar obligations, in each case, incurred or assumed in connection with any acquisition, Investment or the disposition
of any business, assets or a Restricted Subsidiary not prohibited by this Agreement;


 


(n)          Indebtedness
supported by a Letter of Credit, in a principal amount not in excess of 105% of the stated amount of such Letter of Credit;


 


(o)          Indebtedness
representing deferred compensation or similar arrangements to any future, present or former employees, directors, officers, managers,
members, partners, independent contractors or consultants of the Borrower (or any direct or indirect parent ,including Public Company
Parent, thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice;


 


(p)          Indebtedness
consisting of promissory notes issued by the Borrower to future, present or former officers, managers, members, independent contractors,
consultants, directors and employees, their respective Controlled Investment Affiliates or Immediate Family Members, in each case,
to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent (including Public Company
Parent) permitted by Section 6.05;


 


(q)          obligations
in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
overdraft protections and similar arrangements in each case in connection with deposit accounts;


 


(r)          Indebtedness
attributable to (but not incurred to finance) the exercise of appraisal rights and the settlement of any claims or actions (whether
actual, contingent or potential) with respect thereto;


 


(s)          Indebtedness
of non-Loan Parties and other secured or unsecured Indebtedness, together with any Permitted Refinancing Indebtedness in respect
thereof, in an aggregate principal amount outstanding not to exceed the greater of $125,000,000 and 50.0% of LTM Consolidated EBITDA
(at the time of incurrence);


 


(t)          (i)
Indebtedness of the Borrower or any Guarantor that is either (x) unsecured, (y) secured on a junior lien basis with the Obligations
or (z) secured on a pari passu basis with the Obligations; provided, in each case, that (I) such Indebtedness complies
with the Applicable Requirements, (II) no Default or Event of Default shall have occurred and be continuing and (III) immediately
after giving effect to the incurrence of such Indebtedness, the Borrower would be in compliance on a Pro Forma Basis with the Financial
Covenants and (ii) Permitted Refinancing Indebtedness in respect thereof;


 




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(u)          
Indebtedness arising from Permitted Intercompany Activities; and


 


(v)         all
premiums (if any), interest (including post-petition interest and paid-in-kind interest), fees, expenses, charges and additional
or contingent interest on obligations described in clauses (a) through (s) above.


 


For purposes of determining
compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than one of the
categories of Indebtedness described above, the Borrower may, in its sole discretion, classify all or a portion of such item of
Indebtedness or any portion thereof in a manner that complies with this Section 6.01 and will only be required to include
the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding
under the Loan Documents and, in each case, any Permitted Refinancing thereof, will at all times be deemed to be outstanding in
reliance only on the exception in Section 6.01(a).


 


Section 6.02         Liens.
The Borrower will not, nor will it permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable)
or rights in respect of any thereof, except:


 


(a)          Permitted
Encumbrances;


 


(b)          any
Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Closing Date and set forth in Schedule
6.02; provided that (A) such Lien shall not apply to any other property or asset of the Borrower or any Restricted
Subsidiary and (B) such Lien shall secure only those obligations that it secures on the date hereof and Permitted Refinancing
Indebtedness in respect thereof;


 


(c)          Liens
on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation
incurred) by the Borrower or any Restricted Subsidiary incurred in reliance on Section 6.01(d); provided that (A) the Indebtedness
secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital asset and (B) such Liens
shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than proceeds of such property
or assets;


 


(d)          Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect
in the relevant jurisdiction covering only the items being collected upon;


 


(e)          Liens
representing any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this
Agreement;


 


(f)          Liens
granted by a Restricted Subsidiary in favor of the Borrower or another Restricted Subsidiary in respect of Indebtedness or other
obligations owed by such Restricted Subsidiary to the Borrower or such other Restricted Subsidiary;


 




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(g)          Liens
to the extent that the aggregate outstanding principal amount of the obligations secured thereby does not exceed the greater of
(i) $10,000,000 at any time outstanding; and (ii) 4.0% of LTM Consolidated EBITDA (at the time of determination)


 


(h)          Liens
on insurance policies and the proceeds thereof securing Indebtedness consisting of the financing of insurance premiums in the ordinary
course of business;


 


(i)          Liens
granted by a Restricted Subsidiary to secure obligations that do not constitute Indebtedness and are incurred in connection with
the exchange and clearing operations of such Restricted Subsidiary in the ordinary course of business;


 


(j)          Liens
solely on earnest money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase
agreement in respect of any acquisition or other Investment;


 


(k)          Liens
securing obligations in respect of non-speculative Swap Contracts relating to the business or operations of the Borrower or its
Restricted Subsidiaries;


 


(l)          Liens
arising in connection with the operations of the Borrower or any Restricted Subsidiary relating to clearing, depository, matched
principal, regulated exchange or settlement activities or the management of liabilities, in each case, in the ordinary course of
business, including, without limitation, (i) Liens on securities sold by the Borrower or any of the Borrower’s Restricted
Subsidiaries in repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending
and borrowing agreements and any other similar agreement or transaction and (ii) Liens on cash, Cash Equivalents and Permitted
Investments to secure permitted Indebtedness incurred in connection with such activities;


 


(m)          Liens
arising from the sale of accounts receivable for which fair equivalent value is received;


 


(n)          Liens
securing obligations of the Borrower or any Restricted Subsidiary of the Borrower in respect of any swap agreements or other hedging
arrangements entered into (i) in the ordinary course of business and for non-speculative purposes or (ii) solely in order to serve
clearing, depository, regulated exchange or settlement activities in respect thereof;


 


(o)          Liens
created in connection with any share repurchase program in favor of any broker, dealer, custodian, trustee or agent administering
or effecting transactions pursuant to a share repurchase program;


 


(p)          Liens
securing Indebtedness incurred pursuant to Section 6.01(a), (r) or (s); provided that (a) Liens pursuant to
clause (a) shall be under the Collateral Documents and (b) Liens pursuant to clause (s) shall be limited to all or a part of the
Collateral;


 


(q)          ground
leases in respect of real property on which facilities owned or leased by the Borrower or any of the Restricted Subsidiaries are
located;


 


(r)          any
encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar
arrangement pursuant to any joint venture or similar agreement;


 




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(s)          Liens
on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;


 


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


 


(u)          Liens
on any funds or securities held in escrow accounts established for the purpose of holding proceeds from issuances of debt securities
by the Borrower or any of the Restricted Subsidiaries issued after the Closing Date, together with any additional funds required
in order to fund any mandatory redemption or sinking fund payment on such debt securities within 360 days of their issuance; provided
that such Liens do not extend to any assets other than such proceeds and such additional funds;


 


(v)         Liens
on cash, Cash Equivalents and securities (and proceeds thereof) of any Subsidiary that is a Broker-Dealer Subsidiary, state chartered
trust company or national trust company that are the subject to securities trades;


 


(w)          Liens
deemed to exist in connection with Investments in repurchase agreements under Section 6.04;


 


(x)          Liens
on assets of any Subsidiary that is a Broker-Dealer Subsidiary, state chartered trust company or national trust company securing
broker-dealer financing incurred in the ordinary course of business or consistent with past practice; and


 


(y)          the
modification, replacement, renewal or extension of any Lien permitted under Section 6.02(c); 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 constitutes Permitted Refinancing Indebtedness (to the extent constituting Indebtedness).


 


For the purposes of this Section 6.02,
the amount of any Lien shall be calculated to be the lower of (i) the amount of Indebtedness (which shall be calculated as
the lesser of the stated principal amount thereof and the maximum principal amount thereof stated to be secured by such Lien) or
other obligations secured by such Lien and (ii) the fair market value of the assets subject to such Lien at the time such
Lien is granted.


 


For purposes of determining compliance
with this Section 6.02, (A) Liens need not be incurred solely by reference to one category of Liens permitted by this Section
6.02 but are permitted to be incurred in part under any combination thereof and of any other available exemption, and (B) in the
event that Lien (or any portion thereof) meets the criteria of one or more of the categories of Liens permitted by this Section
6.02, the Borrower may, in its sole discretion, classify such Lien (or any portion thereof) in any manner that complies with
this provision. Any Liens in respect of the accrual of interest, the accretion of accreted value and the payment of interest in
the form of additional Indebtedness, in each case in respect of any Indebtedness, shall not be deemed to be an incurrence of a
Lien in respect of such Indebtedness for purposes of this Section 6.02.


 




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Section 6.03         Fundamental
Changes.


 


(a)          The
Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with
it, or liquidate or dissolve, except that any Person may merge, consolidate, liquidate or dissolve into the Borrower in a transaction
in which the Borrower is the surviving corporation.


 


(b)          The
Borrower will not, nor will it permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of all or substantially
all of the assets of the Borrower and its Restricted Subsidiaries (taken as a whole).


 


(c)          The
Borrower will not, nor will it permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of all or substantially
all of the assets of any Specified Subsidiary.


 


(d)          The
Borrower will not cease to own, directly or indirectly, through one or more Restricted Subsidiaries at least 80.0% of the Equity
Interests of each Specified Subsidiary.


 


Section 6.04         Investments.
The Borrower will not, nor will it permit any Restricted Subsidiary to, make, directly or indirectly, any Investment, except:


 


(a)          Investments
by the Borrower or any of the Restricted Subsidiaries in assets that were Cash Equivalents or Permitted Investments when such Investment
was made;


 


(b)          loans
or advances to future, present or former officers, directors, managers, members, partners, independent contractors, consultants
and employees of any Subsidiary (or any direct or indirect parent thereof) for reasonable and customary business-related travel,
entertainment, relocation and analogous ordinary business purposes;


 


(c)          Investments
by the Borrower or any of the Restricted Subsidiaries in the Borrower or any of the Restricted Subsidiaries or any newly created
Person that will, upon Investment become a Restricted Subsidiary; provided that any Investment made by any Person that is
not a Loan Party in any Loan Party pursuant to this clause (c) in the form of a loan shall be subordinated in right of payment
to the Loans;


 


(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 or consistent with past practice;


 


(e)          Investments
consisting of transactions permitted under Sections 6.01 (other than Section 6.01(b)(ii)), 6.02 (other than
Section 6.02(w)), 6.05 (other than Section 6.05(d) and (f)(ii)) and 6.06 (other than Section
6.06(e));


 


(f)          Investments
existing or contemplated on the Closing Date and set forth on Schedule 6.04 and any modification, replacement, renewal, reinvestment
or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment
as of the Closing Date or as otherwise permitted by this Section 6.04;


 




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(g)          Investments
in Swap Contracts permitted under Section 6.01 and listed on Schedule 7(g);


 


(h)          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;


 


(i)          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 consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer
of title with respect to any secured Investment;


 


(j)          advances
of payroll payments to employees in the ordinary course of business or consistent with past practice;


 


(k)          Investments
to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests)
of the Borrower (or any direct or indirect parent, including Public Company Parent);


 


(l)          the
contribution, assignment, licensing, sub-licensing or other Investment of IP Rights or other general intangibles pursuant to any
Intercompany License Agreement and any other Investments made in connection therewith;


 


(m)          Investments
constituting promissory notes or the non-cash portion of consideration, in each case, received in a permitted sale, transfer or
other disposition;


 


(n)          Guarantees
by the Borrower or any of its Restricted Subsidiaries of leases (other than capital leases) or of other obligations of the Borrower
or any of its Restricted Subsidiaries that do not constitute Indebtedness, in each case entered into in the ordinary course of
business or consistent with past practice;


 


(o)          Investments
that are made with the net proceeds of (i) substantially concurrent contributions to the common equity capital of the Borrower
or any Restricted Subsidiary (other than any Designated Equity Contribution) and (ii) the substantially concurrent sale (other
than to the Borrower or a Subsidiary or to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Equity Interests (other than Disqualified Equity Interests, preferred stock and Designated Equity
Contributions) of the Borrower (or any direct or indirect parent, including Public Company Parent, to the extent contributed as
common Equity Interests by the Borrower);


 


(p)          earnest
money deposits required in connection with acquisitions (or similar Investments);


 


(q)          Investments
to the extent required by applicable rules under the Exchange Act or by any Governmental Authority, including any Investment made
in order to avoid any early warning or notice requirements under such rules or requirements;


 


(r)          Investments
in or by any Subsidiary that is a Broker-Dealer Subsidiary, state chartered trust company or national trust company in connection
with their “broker-dealer” business, including, without limitation, short-term equity positions maintained in its securities
clearing business and margin loans to clients; and


 




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(s)          Investments
in an unlimited amount; provided that (I) immediately after giving effect thereto, the Borrower would be in compliance on
a Pro Forma Basis with the Financial Covenants and (II) no Default or Event of Default shall have occurred and be continuing.


 


For purposes of determining compliance
with this Section 6.04, in the event that an item of Investment meets the criteria of more than one of the categories of
Investments described above, the Borrower may, in its sole discretion, classify all or a portion of such item of Investment or
any portion thereof in a manner that complies with this Section 6.04 and will only be required to include the amount and
type of such Investment in one or more of the above clauses.


 


Section 6.05         Restricted
Payments. The Borrower will not, nor will it permit any Restricted Subsidiary to, make, directly or indirectly, any Restricted
Payment, except:


 


(a)          the
Borrower and each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries (and, in
the case of a Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary,
as compared to the other owners of Equity Interests in such Restricted Subsidiary, on a pro rata or more than pro rata basis based
on their relative ownership interests of the relevant class of Equity Interests);


 


(b)          the
Borrower may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests
not otherwise permitted by Section 6.01) of such Person;


 


(c)          the
Borrower may make pro rata cash distributions to any direct or indirect equity holder of the Borrower until (i) each such equity
holder (other than the Public Company Parent) receives an amount equal to (x) highest effective marginal combined U.S. federal,
state and local income Tax rate applicable to corporate or individual taxpayers that applies to any equity holder, taking into
account the character of the relevant Tax items (e.g., ordinary or capital) and the deductibility of state and local Taxes for
U.S. federal income Tax purposes, multiplied by (y) the estimated or actual taxable income of the Borrower, as determined for U.S.
federal income Tax purposes, allocated to such equity holder and computed without regard to any adjustments under Section 743 or
754 of the Code and (ii) the Public Company Parent has received an amount sufficient to enable it to timely (x) satisfy all of
its U.S. federal, state and local and non-U.S. Tax liabilities and (y) meet its obligations pursuant to the Tax Receivable Agreement;


 


(d)          to
the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions
expressly permitted by any provision of Sections 6.03, 6.04 (other than Section 6.04(e)) and 6.06 (other
than Section 6.06(a) and (e));


 


(e)          repurchases
of Equity Interests in the Borrower (or any direct or indirect parent thereof (including Public Company Parent) or any Restricted
Subsidiary deemed to occur upon exercise of stock options or warrants to the extent such Equity Interests represent a portion of
the exercise price of such options or warrants;


 


(f)          the
Borrower may make Restricted Payments to any direct or indirect parent (including Public Company Parent) of the Borrower:


 




    	 	-95-	 



     


    

 


(i)          to
pay its organizational, operating costs and other costs and expenses (including, without limitation, expenses related to auditing
or other accounting or tax reporting matters) 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 the
Restricted Subsidiaries, any costs, expenses and liabilities incurred in connection with any litigation or arbitration attributable
to the ownership or operations of the Borrower and the Restricted Subsidiaries, Transaction Costs and any reasonable and customary
indemnification claims made by directors, managers or officers of such parent attributable to the ownership or operations of the
Borrower and the Restricted Subsidiaries and listing fees and other costs and expenses attributable to being a publicly traded
company;


 


(ii)         to
finance any Investment that would be permitted to be made by the Borrower pursuant to Section 6.04 (other than Section
6.04(e)) to the extent such Investments are promptly contributed to the Borrower;


 


(iii)        the
proceeds of which shall be used to pay customary salary, bonus, indemnity and other benefits payable to future, present or former
officers, directors, managers, members, partners, consultants, independent contractors or employees of the Borrower or any direct
or indirect parent company of the Borrower to the extent such salaries, bonuses, indemnity and other benefits are attributable
to the ownership or operation of the Borrower and the Restricted Subsidiaries; and


 


(iv)        the
proceeds of which shall be used to pay fees and expenses (other than to Affiliates) related to any equity or debt offering, financing
transaction, acquisition, divestiture, investment or other non-ordinary course transaction not prohibited by this Agreement (whether
or not successful); provided that any such transaction was in the good faith judgment of the Borrower intended to be for
the benefit of the Borrower and its Restricted Subsidiaries;


 


(g)          payments
made or expected to be made by the Borrower or any of the Restricted Subsidiaries in respect of required withholding or similar
Taxes payable upon or in connection with the exercise or vesting of Equity Interests or any other equity award with respect to
any future, present or former employee, director, manager, officer, partner, independent consultant or consultant (or their respective
Controlled Investment Affiliates and Immediate Family Members) and any repurchases or withholdings of Equity Interests in consideration
of such payments including in connection with the exercise or vesting of stock options, warrants or the issuance of restricted
stock units or similar stock based awards;


 


(h)          the
Borrower or any Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend,
distribution, split, merger, consolidation, amalgamation or combination thereof or any Permitted Acquisition or Investment and
(ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in
connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;


 




    	 	-96-	 



     


    

 


(i)          the
Borrower and its Restricted Subsidiaries may make Restricted Payments in an unlimited amount; provided that (I) immediately
after giving effect thereto, the Borrower would be in compliance on a Pro Forma Basis with the Financial Covenants and (II) no
Default or Event of Default shall have occurred and be continuing;


 


(j)          Restricted
Payments made on or after the Closing Date in connection with the Transactions; and


 


(k)          the
payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of
declaration of the dividend or other distribution or the giving of the redemption notice, as the case may be, if at the date of
declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this
Agreement.


 


For purposes of determining compliance
with this Section 6.05, in the event that a Restricted Payment meets the criteria of more than one of the categories of
Restricted Payments described above, the Borrower may, in its sole discretion, classify all or a portion of such Restricted Payment
or any portion thereof in a manner that complies with this Section 6.05 and will only be required to include the amount
and type of such Restricted Payment in one or more of the above clauses.


 


Section 6.06         Transactions
with Affiliates. The Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly, enter into
any transaction of any kind with any Affiliate of the Borrower or any Restricted Subsidiary, whether or not in the ordinary course
of business, involving aggregate payments or consideration in excess of $10,000,000, other than (a) transactions among the
Public Company Parent, the Borrower and the Restricted Subsidiaries, (b) transactions on terms substantially as favorable
to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time
in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Transactions, (d) compensation
and other customary arrangements relating to the operation of the business of the Borrower and its Restricted Subsidiaries, (e) Restricted
Payments permitted under Section 6.05 and Investments permitted under Section 6.04, (f) employment
and severance arrangements in the ordinary course of business and transactions pursuant to equity-based plans and employee benefit
plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable out-of-pocket
costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and the
Restricted Subsidiaries (or any direct or indirect parent (including Public Company Parent) of the Borrower) in the ordinary course
of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (h) (x) the
payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors and (y) customary
payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities, which payments are approved by a majority of the members
of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower
in good faith and (i) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower
or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity, (j) transactions
pursuant to agreements in existence on the Closing Date as described in the sections “Reorganization Transactions,”
“Certain Relationships and Related Party Transactions” of the registration statement on Form S-1 filed by the public
Company Parent with the SEC on [__], 2019, or any amendment, modification, supplement or waiver thereto to the extent such amendment,
modification, supplement or waiver is not materially adverse to the Lenders in any material respect, (k) 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 its Subsidiaries, but only to the extent permitted by Section
6.05, (l) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent
company to any Permitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any
Affiliate or any Immediate Family Member of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect
parent thereof, and (m) Permitted Intercompany Activities.


 




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Section 6.07         Interest
Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio as of the last day of any Test Period to be less than
3.00 to 1.00.


 


Section 6.08         Leverage
Ratio. The Borrower will not permit the Leverage Ratio as of the last day of any Test Period to be greater than 3.50 to 1.00;
provided that the Borrower shall be permitted, not more than one time during the term of this Agreement, to allow the Leverage
Ratio required under this Section 6.08 to be increased to 4.00 to 1.00 in connection with a Material Acquisition for
the fiscal quarter in which such Material Acquisition is consummated and the four fiscal quarters immediately following such Material
Acquisition (such increase, an “Acquisition Holiday”); provided, further, that (i) the Borrower
shall provide notice in writing to the Administrative Agent of such increase and a transaction description of such acquisition
(regarding the name of the Person or assets being acquired, the purchase price and the acquired revenue (for the trailing four
quarter period) and Consolidated EBITDA of such acquired Person or assets) and (ii) at the end of such Acquisition Holiday,
the Leverage Ratio permitted under this Section 6.08 shall revert to 3.50 to 1.00.


 


Article VII.

EVENTS OF DEFAULT


 


Section 7.01         Event
of Default. If any of the following events (any such event, an “Event of Default”) shall occur:


 


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


 


(b)          the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a)
of this Article VII) payable under any Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five Business Days; or


 


(c)          any
representation or warranty made or deemed made by or on behalf of the Borrower in or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished
pursuant to Article II, Article IV, Section 5.01 or Section 5.02 or any amendment
or modification thereof or waiver thereunder, shall, if qualified by materiality, prove to have been incorrect or, if not so qualified,
prove to have been incorrect in any material respect, in each case when made or deemed made and, to the extent capable of being
cured, such incorrect representation or warranty shall remain incorrect for a period of thirty (30) days after written notice thereof
from the Administrative Agent to the Borrower; or


 


(d)          the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a)
(solely with respect to the legal existence of the Borrower) or in Article VI; or


 




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(e)          the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those
specified in paragraph (a), (b) or (d) of this Article VII), and such failure shall continue
unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower; or


 


(f)          the
Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness, when and as the same shall become due and payable (subject to the expiration of any applicable
grace period); or


 


(g)          any
event or condition occurs that results in any Material Indebtedness of the Borrower or any Restricted Subsidiary becoming due prior
to its scheduled maturity or that, after the expiration of any applicable grace period, enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness of the Borrower or any Restricted
Subsidiary or any trustee or agent on its or their behalf to cause any Material Indebtedness of the Borrower or any Restricted
Subsidiary to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that this paragraph (g) shall not apply to (i) secured Indebtedness that becomes due as a result
of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets
securing such Indebtedness or (ii) any Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 6.01;
or


 


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


 


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


 


(j)          the
Borrower or any Material Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due; or


 


(k)          one
or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not paid, fully
bonded or covered by insurance) shall be rendered against the Borrower, any Restricted Subsidiary or any combination thereof and
the same shall remain unpaid, undischarged, undismissed or unvacated for a period of 60 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets
of the Borrower or any Restricted Subsidiary to enforce any such judgment and such action shall not have been stayed; or


 




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(l)          an
ERISA Event shall have occurred that would reasonably be expected to have a Material Adverse Effect; or


 


(m)          a
Change in Control shall occur; or


 


(n)          any
Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder
or satisfaction in full of all the Obligations, ceases to be in full force and effect in any material respect; or the Borrower
or any Loan Party contests in any manner the validity or enforceability of any Loan Document; or the Borrower or any Loan Party
denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document (other than pursuant to any termination in accordance with the terms hereof or thereof or satisfaction in full
of the Obligations); or


 


(o)          any
Collateral Document 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 on and security interest in any material portion of the Collateral
purported to be covered thereby, subject to Liens permitted under Section 6.02, except to the extent that any such
perfection is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results from the failure of
the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities
pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements;


 


then, and in every such event (other than
an event with respect to the Borrower described in paragraph (h) or (i) of this Article VII), and
at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments,
and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees
and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) require the Borrower to Cash
Collateralize the LC Exposure; and in case of any Event of Default with respect to the Borrower described in paragraph (h)
or (i) of this Article VII, the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable and the Borrower shall be required to Cash Collateralize the LC Exposure, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.


 




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Section 7.02         Right
to Cure.


 


(a)          Notwithstanding
anything to the contrary contained in Section 7.01, if the Borrower determines that an Event of Default in respect
of any Financial Covenant has occurred or may occur, during the period commencing after the beginning of the last fiscal quarter
included in such Test Period and ending 15 Business Days after the date on which financial statements are required to be delivered
hereunder with respect to such fiscal quarter (the “Cure Expiration Date”), a Designated Equity Contribution
may be made to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof
shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds
are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to
the Borrower) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower
and ending on the Cure Expiration Date. The parties hereby acknowledge that this Section 7.02(a) may not be relied
on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants. Notwithstanding anything
to the contrary contained in Section 7.01, (A) upon designation of the Designated Equity Contribution by the Borrower
in an amount necessary to cure any Event of Default in respect of any Financial Covenant, such covenant will 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 such covenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not
to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written
notice to the Administrative Agent that it intends to exercise its cure right under this Section 7.02 (a “Notice
of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section
7.01 (or under any other Loan Document) with respect to the quarter for which a Notice of Intent to Cure has been provided
(and any other Default as a result thereof), but the Borrower shall not be permitted to borrow Revolving Loans or Swing Line Loans
or make any request for an L/C Credit Extension, until and unless the Cure Expiration Date has occurred without the Designated
Equity Contribution having been made.


 


(b)          (i)
In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Designated Equity Contribution
is made, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement,
(iii) the amount of any Designated Equity Contribution shall be no more than the amount required to cause the Borrower to
be in Pro Forma Compliance with the Financial Covenants for any applicable period, (iv) there shall be no pro forma reduction
in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with the Financial Covenants
for the fiscal quarter with respect to which such Designated Equity Contribution was made; provided that to the extent such
proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter and (v) other
than as set forth in the proviso to clause (iv) above, the foregoing may not be relied on for purposes of calculating
any financial ratios other than compliance with the Financial Covenants and shall not result in any adjustment to any “baskets”
or other amounts other than the amount of Consolidated EBITDA referred to in clause (a) above.


 


(c)          Notwithstanding
anything to the contrary set forth in this Agreement, if a Designated Equity Contribution is made, the Borrower and its Restricted
Subsidiaries will be prohibited from making any Restricted Payments pursuant to Section 6.05(i) or make any Investment in
an Unrestricted Subsidiary until the Borrower is in compliance with the Financial Covenants as of the last day of a Test Period
following the making of such Designated Equity Contribution (without giving effect to such Designated Equity Contribution).


 


Section 7.03         Application
of Funds. After the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become
immediately due and payable and the LC Exposure have automatically been required to be Cash Collateralized as set forth in Section
7.01), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:


 




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First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements
of counsel to the Administrative Agent and amounts payable under Section 2.15) 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, interest and letter of credit fees pursuant
to Section 2.10(b)(i)) payable to the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the
respective Lenders and Issuing Bank arising under the Loan Documents and amounts payable under Section 2.15, ratably among
them in proportion to the respective amounts described in this clause Second payable to them;


 


Third, to payment of that portion
of the Obligations constituting accrued and unpaid letter of credit fees pursuant to Section 2.10(b)(i) and interest on the Loans,
LC Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion
to the respective amounts described in this clause Third payable to them;


 


Fourth, to payment of that portion
of the Obligations constituting unpaid principal of the Loans, LC Borrowings and Obligations then owing under Secured Hedge Agreements
and Treasury Service Agreements, ratably among the Lenders, the Issuing Bank, and the Approved Counterparties in proportion to
the respective amounts described in this clause Fourth held by them;


 


Fifth, to the Administrative Agent
for the account of the Issuing Bank, to Cash Collateralize that portion of LC Exposure comprised of the aggregate undrawn amount
of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.05; and


 


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


 


Subject to Sections 2.05(a)(ii),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall
be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,
if any, in the order set forth above.


 


Notwithstanding the foregoing, Obligations
arising under Secured Hedge Agreements and Treasury Service Agreements shall be excluded from the application described above if
the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative
Agent may request, from the applicable Approved Counterparty. Each Approved Counterparty not a party to the Credit Agreement that
has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted
the appointment of the Administrative Agent pursuant to the terms of Article VIII hereof for itself and its Affiliates as
if a “Lender” party hereto.


 




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Article VIII.

REGARDING THE ADMINISTRATIVE AGENT


 


Each Lender and each
Issuing Bank hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Administrative Agent and Collateral Agent hereunder
and under the other Loan Documents, designates and authorizes each of the Administrative Agent and the Collateral Agent to take
such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers
as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Lenders and Issuing Banks hereby expressly
authorize the Administrative Agent and Collateral 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 shall bind the Lenders and Issuing
Banks. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative
Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender, Issuing Bank
or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference
to any agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of
any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.


 


The bank serving as
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not
the Administrative Agent hereunder.


 


The Administrative
Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary or believed by the Administrative Agent in good faith to be necessary under the circumstances
as provided in Section 2.05 or Section 9.02), and (c) except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any Subsidiary that is communicated to or obtained by the bank serving as the Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 2.05 or Section 9.02) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness
of any Loan Document or any other agreement, instrument or document, the existence of any Collateral or creation, perfection or
priority of any liens or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 




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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 or 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 be made by the proper
Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may
be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


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


 


The Administrative
Agent may resign (including as Collateral Agent) at any time upon notice to the Lenders, each Issuing Bank and the Borrower. Upon
any such resignation, the Required Lenders shall have the right, in consultation with the Borrower and, unless an Event of Default
has occurred and is continuing, with the consent of the Borrower (not to be unreasonably withheld or delayed) to appoint a successor
that shall be a bank with an office in the United States or an Affiliate of any such bank. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days after such retiring Administrative Agent gives
notice of its resignation, then such retiring Administrative Agent may, on behalf of the Lenders and each Issuing Bank, appoint
a successor Administrative Agent that shall be a bank with an office in the United States or an Affiliate of any such bank; 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) such retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that it shall continue
to hold any Liens on the Collateral for the benefit of the Secured Parties until a successor agent is appointed but shall not be
required to take any other action with respect thereto) 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 and Issuing Bank directly, until
such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance
of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from all its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
such Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03
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 the
Administrative Agent.


 




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Any resignation by
Citibank, N.A. as Administrative Agent pursuant to this Article VIII shall also constitute its resignation as Issuing
Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) the retiring
Issuing Bank shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (iii) the
successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time
of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of
the retiring Issuing Bank with respect to such Letters of Credit.


 


Each of the Secured
Parties (by acceptance of the benefits of the Collateral Documents) hereby irrevocably appoints and authorizes the Collateral Agent
to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust
for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties
to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection,
the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent 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 Collateral Agent), shall be entitled to the benefits of all provisions
of this Article VIII (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.


 


Each Lender and each
Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and each Issuing Bank 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 any Loan Document or any related agreement or any document furnished thereunder.


 


In case of the pendency
of any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or any other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure
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,
to (a) file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
LC Exposures and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Collateral Agent, the Administrative Agent and each Issuing Bank (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent, the Administrative
Agent and each Issuing Bank and their respective agents and counsel and all other amounts due the Lenders, the Collateral Agent,
the Administrative Agent and each Issuing Bank under Sections 2.05(e) and 2.13) allowed in such judicial proceeding,
and (b) collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent or the Collateral Agent
and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the applicable Issuing
Bank, to pay to the Administrative Agent or the Collateral 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 or the
Collateral Agent under Section 2.10.


 




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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 or
Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or Issuing Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank or in
any such proceeding.


 


The Secured Parties
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion
of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant
to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law.  In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent
or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation
of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent
interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles
that are used to consummate such purchase).  In connection with any such bid (i) the Administrative Agent shall be authorized
to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition
vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles,
including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the
Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by
the Required Lenders contained in clauses (a) through (j) of Section 10.01), and (iii) to the extent that Obligations that are
assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or
better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition
vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or
debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle
shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.


 




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To the extent required
by any applicable law, the Administrative Agent may withhold from any payment to any Lender or Issuing Bank 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
or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed,
or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the
exemption from, or reduction of withholding tax ineffective), such Lender or Issuing Bank shall indemnify and hold harmless the
Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 2.13
or Section 2.15 and without limiting the obligation of the Borrower to do so) for all amounts paid, directly or indirectly,
by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other
reasonable 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 or Issuing Bank by the Administrative Agent
shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and
apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against
any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank and the repayment,
satisfaction or discharge of any Loans and all other amounts payable hereunder.


 


No Approved Counterparty
that obtains the benefits of the Guaranty or any Collateral by virtue of the provisions hereof 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 any Loan Document to the contrary,
the Administrative Agent and Collateral Agent shall not be deemed to have knowledge of the existence of any Treasury Services Agreement
or Secured Hedge Agreement unless the Administrative Agent and Collateral Agent have received written notice thereof, together
with such supporting documentation as the Administrative Agent and Collateral Agent may request, from the applicable Approved Counterparty.


 


Notwithstanding anything
herein to the contrary, none of the institutions identified as an Arranger, Joint Bookrunning Manager, Syndication Agent or Documentation
Agent on the cover page hereof shall have any powers, duties or responsibilities under any Loan Document, except in its capacity,
as applicable, as the Administrative Agent, Collateral Agent, a Lender or an Issuing Bank hereunder.


 


Article IX.

MISCELLANEOUS


 


Section 9.01         Notices.
Except in the case of notices and other communications expressly permitted to be given by telephone, 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, solely with respect to any communications solely between or among the Administrative Agent and any Lender, sent by telecopy,
as follows:


 


(a)          if
to the Borrower, to it at [__], Attention of General Counsel;


 


(b)          if
to the Administrative Agent, to the Administrative Agent’s Office;


 


(c)          if
to an Issuing Bank other than the Administrative Agent, to it at the address or telecopy number set forth separately in writing;
and


 




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(d)          if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Any party hereto may
change its address or, solely for purposes of any communications solely between or among the Administrative Agent and any Lender,
telecopy number for notices and other communications hereunder by notice to the other parties hereto. Notices and other communications
to the Lenders and Issuing Banks hereunder may also be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as
applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article II 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. All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the date of receipt.


 


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 Borrower, any Lender, any Issuing
Bank 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 or notices through the
Platform, any other electronic platform or electronic messaging service, or 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 non-appealable
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 Borrower, any Lender, any Issuing Bank or any other Person for
indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


Section 9.02         Waivers;
Amendments.


 


(a)          No
failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power under any Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the Administrative Agent, each Issuing Bank and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance,
amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent or any Lender or Issuing Bank may have had notice or knowledge of such Default at the time. No notice
or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.


 




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(b)          Except
as provided in Section 2.18 with respect to any Incremental Facility Amendment, neither any Loan Document nor any provision
thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements
in writing entered into by the Administrative Agent and the Borrower, in each case with the consent of the Required Lenders; provided
that (i) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower and the Administrative
Agent to cure any ambiguity, omission, defect, mistake or inconsistency so long as, in each case, (A) such amendment does
not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’ prior
written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice
to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (ii) no
such agreement shall (A) increase the Revolving Commitment of any Lender without the written consent of such Lender, (B) reduce
the principal amount of any Loan, LC Disbursement or LC Advance or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (C) postpone the maturity of any Loan, or the required
date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any commitment, without the written
consent of each Lender affected thereby, (D) alter the manner in which payments or prepayments of principal, interest or other
amounts hereunder or under the Collateral Documents shall be applied as among the Lenders or change Section 2.16(b)
or (c) or Section 7.03 in a manner that would alter the pro rata sharing of payments required thereby, in each case
without the written consent of each Lender adversely affected thereby, (E) change any of the provisions of this Section or
the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage
of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender (it being understood that, other than pursuant to any Incremental Facility Amendment
(the consent requirements for which are set forth in Section 2.18), with the consent of the Required Lenders, additional
extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the
same basis as the Revolving Commitments on the date hereof) or (F) release all or substantially all of the Collateral in any transaction
or series of related transactions or all or substantially all of the aggregate value of the Guaranty (in each case, other than
in connection with a transaction permitted under this Agreement), in each case, without the written consent of each Lender; provided,
further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent,
the Collateral Agent, any Issuing Bank, the Swing Line Lender, any Arranger, any Joint Bookrunning Manager, any Syndication Agent
or any Documentation Agent without the prior written consent of the Administrative Agent, such Issuing Bank, such Arranger, such
Joint Bookrunning Manager, such Syndication Agent or such Documentation Agent, as the case may be. Notwithstanding the foregoing,
upon the election of the Borrower to switch from GAAP to IFRS, this Agreement may be amended (or amended and restated) with only
the written consent of the Administrative Agent and the Borrower (and not any other Lender or the Required Lenders) to eliminate
any changes to the meaning of this Agreement as a result of such election.


 




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(c)          In
connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring
the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained,
but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent
is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”),
then, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent,
require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative Agent and the Issuing Banks, which consent shall not
unreasonably be withheld, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and LC Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from
the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts) and (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation
fee specified in Section 9.04(b).


 


Section 9.03         Expenses;
Indemnity; Damage Waiver.


 


(a)          If
the Closing Date occurs, the Borrower shall pay (i)  all reasonable and documented out-of-pocket costs and expenses incurred
by the Administrative Agent, the Collateral Agent, the Arrangers and their respective Affiliates (in the case of legal fees, limited
to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent, the Collateral Agent, the Arrangers
and their respective Affiliates), in connection with the syndication of the credit facilities provided for herein, (ii) all
reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (in the case
of legal fees, limited to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and its
Affiliates and, if reasonably necessary, of a single local counsel to the Administrative Agent and its Affiliates in each relevant
material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions), in connection with the preparation
and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (iii) all
reasonable and documented out-of-pocket costs and expenses incurred by an Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) all reasonable and documented out-of-pocket
costs and expenses incurred by the Administrative Agent, the Issuing Banks or any Lender (in the case of legal fees, limited to
the reasonable and documented fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Issuing
Banks and the Lenders, along with such specialist counsel as may reasonably be required by the Administrative Agent, the Issuing
Banks or the Required Lenders, and of a single firm of local counsel in each material jurisdiction (and, in the event of a conflict
of interest (as reasonably determined by the applicable Administrative Agent, Issuing Bank or Lender), one additional firm of counsel
to each group of similarly affected parties)), in connection with the enforcement or protection of their respective rights in connection
with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made or Letters
of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to
any Indemnified Taxes or Other Taxes subject to Section 2.15 or any Excluded Taxes.


 




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(b)          The
Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent, the Issuing Banks and each Lender, each
Arranger, each Joint Bookrunning Manager, each Syndication Agent, each Documentation Agent and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses, including the reasonable
fees, charges and disbursements of a single firm as primary counsel for the Indemnitees, along with such specialist counsel as
may reasonably be required by the Indemnitees, and of a single firm of local counsel in each relevant jurisdiction (and, in the
event of a conflict of interest (as reasonably determined by the applicable Indemnitee), one additional firm of counsel to each
group of similarly affected Indemnitee), incurred by or asserted against any Indemnitee by any third party or by the Borrower or
any Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or
any other agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Banks to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any property
currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any
material respect to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party
or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses (x) are
determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee or any of its Related Indemnified Persons (as defined below) or (y) arise from any dispute solely among
Indemnitees other than any claims against any Arranger or the Administrative Agent in fulfilling its role as an agent or arranger
or any similar role under the Revolving Facility and other than any claims arising out of any act or omission on the part of the
Borrower or any of its Related Parties. For the avoidance of doubt, this (b) shall not apply to Taxes, other than any Taxes
that represent losses, claims, damages or liabilities arising from any non-Tax claim. “Related Indemnified Person”
of an Indemnitee means (1) any controlling person or controlled affiliate of such Indemnitee, (2) the respective directors,
officers or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (3) the respective
agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (3),
acting on behalf of, or at the express instructions of, such Indemnitee, controlling person or such controlled affiliate.


 


(c)          To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or an Issuing Bank under
paragraph (a) or (b) of this Section but without affecting the Borrower’s obligations thereunder, each
Lender severally agrees to pay to the Administrative Agent or the applicable Issuing Bank, 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 such Issuing Bank, as the case may be, in its capacity
as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate
Revolving Exposures and unused Commitments at the time such indemnity or reimbursement is sought; provided that for purposes
of indemnifying an Issuing Bank hereunder a Lender’s “pro rata share” will be based on the proportionate amount
of the aggregate Revolving Exposure. The obligations of the Lenders under this paragraph (c) are subject to the second
sentence of Section 2.02 (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)).


 




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(d)          To
the fullest extent permitted by applicable law, each Loan Party shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof. The Borrower shall not, except as a result of the Loan Parties’
indemnification obligations set forth above, and nor shall any of its Related Parties have any responsibility or liability for
special, indirect, consequential or punitive damages.


 


(e)          All
amounts due under this Section shall be payable not later than 30 days (or, if an Event of Default has occurred and is continuing,
ten Business Days) after written demand therefor or, if later, by the due date specified in any invoice relating thereto.


 


Section 9.04         Successors
and Assigns.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), 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
(and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the
extent provided in paragraph (b) of this Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


 


(b)          (i)
Subject to the conditions set forth in paragraphs (b)(i) and (b)(iii) below, any Lender may assign to one or
more assignees (other than a natural person, Disqualified Lender, Defaulting Lender, the Borrower or any of its Affiliates) all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the
Revolving Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed)
of (A) the Borrower; provided that no consent of the Borrower shall be required, if an Event of Default under Section
7.01(a), (b), (h), (i) or (j) has occurred and is continuing, any other assignee; provided,
further, that the Borrower shall be deemed to have consented to an assignment if the Borrower does not object within ten
Business Days of receipt of a request therefor, (B) the Administrative Agent, not to be unreasonably withheld or delayed,
and (C) each Issuing Bank and the Swing Line Lender, not to be unreasonably withheld or delayed.


 


(i)          Assignments
shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount
of the assigning Lender’s Revolving Commitment or Revolving Loans, the amount of the Revolving Commitment or Revolving Loans
of the assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Assumption
with respect to such assignment or, if no trade date is so specified, as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent) shall not be less than $2,500,000 unless the Borrower and the Administrative
Agent otherwise consent (such consent not to be unreasonably withheld or delayed); provided that no such consent of the
Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h), (i) or (j)
has occurred and is continuing, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement in its capacity as a Revolving Lender, (C) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation
fee in an amount of $3,500 (it being understood that the Administrative Agent may elect, in its sole discretion, to waive such
processing and recordation fee for any assignment); provided that assignments made pursuant to Section 2.17(b)
or Section 9.02(b) shall not require the signature of the assigning Lender to become effective, and (D) the assignee,
if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms required
by Section 2.15(e).


 




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(ii)         Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.13, 2.14, 2.15 and 9.03 and to any fees payable hereunder that have accrued for
such Lender’s account but have not yet been paid). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with paragraph (b)(i) of this Section.


 


(iii)        The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
commitment of, and principal amount of the Loans and LC Disbursements and interest thereon owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.


 


(iv)        Promptly
upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire and any tax forms required by Section 2.15(e) (unless the assignee shall already
be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(v)         The
words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based 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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(b)          (i)
Any Lender may, with the consent of the Borrower (unless an Event of Default under Section 7.01(a), (b), (h),
(i) or (j) has occurred and is continuing), sell participations to one or more banks or other entities, other than
a natural person, Disqualified Lender, Defaulting Lender or the Borrower or any of its Affiliates (a “Participant”),
in all or a portion of such Lender’s rights and obligations under this Agreement in its capacity as a Revolving Lender (including
all or a portion of its Revolving Commitment and the Revolving Loans owing to it); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks 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 the Loan Documents and to approve any amendment, modification or waiver of any provision
of the 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, modification or waiver described in the first proviso to Section 9.02(b)
that affects such Participant. Subject to paragraph (b)(ii) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15, subject to the requirements and limitations
therein (provided that such Participant shall be subject to Section 2.16(c) as though it were a Lender and shall
provide documentation required under Section 2.15(e) solely to the participating Lender), to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender;
provided that such Participant shall be subject to Section 2.16(c) as though it were a Lender. Each Lender that
sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in
the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any
participant or any information relating to a participant’s interest in any Revolving Commitments, Loans or its other obligations
under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such
disclosure is necessary to establish that such Revolving Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and such Lender shall treat
each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary.


 


(ii)         A
Participant shall not be entitled to receive any greater payment under Section 2.13 or Section 2.15 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 any change in any Requirement of Law after such Participant acquired
the applicable participation.


 


(c)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 




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(d)          [Reserved].


 


(e)          Notwithstanding
anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Revolving Commitments and Revolving
Loans pursuant to Section 9.04(b), such Issuing Bank may, upon 30 days’ written notice to the Borrower and
the Lenders, resign as Issuing Bank. In the event of any such resignation as Issuing Bank, the Borrower shall be entitled to appoint
from among the Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of the resigning Person as Issuing Bank. If any Issuing Bank resigns as
Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as Issuing Bank and all LC Exposures with respect thereto. Upon
the appointment of a successor Issuing Bank, (i) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring Issuing Bank and (ii) the successor Issuing Bank shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably
satisfactory to the retrieving Person to effectively assume the obligations of the resigning Person with respect to such Letters
of Credit.


 


(f)          The
list of Disqualified Lenders shall be made available to any Lender or prospective Lender or Participant upon request to the Administrative
Agent, subject to customary confidentiality requirements. The Administrative Agent shall not be responsible or have any liability
for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions in this Agreement relating
to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (a) be obligated
to ascertain, monitor or inquire as to whether any Revolving Lender or Participant or prospective Revolving Lender or Participant
is a Disqualified Lender or (b) have any liability with respect to or arising out of any assignment or participation of Loans,
or disclosure of confidential information, to any Disqualified Lender.


 


Section 9.05         Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Banks or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid (other
than contingent amounts not yet due) or any Letter of Credit is outstanding or has not been cash collateralized on terms reasonably
acceptable to the Administrative Agent and the applicable Issuing Bank and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.


 




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Section 9.06         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the syndication
of the Loans and Commitments constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each
of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic
imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of
this Agreement.


 


Section 9.07         Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


Section 9.08         Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, Issuing Bank and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, Issuing Bank or any such Affiliate to or for the credit or
the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement
held by such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under
this Agreement and although such obligations may be unmatured or are owed to a branch or office of such Lender or Issuing Bank
different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender or Issuing Bank
shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give
or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section 9.08.
The rights of each Lender, Issuing Bank and their respective Affiliates under this Section 9.08 are in addition to
other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank and their respective Affiliates may
have.


 


Section 9.09         Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)          This
Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)          Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan
Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in any Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to any Loan Document against any Loan Party or its property in the courts of any
jurisdiction.


 




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(c)          Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan
Document in any court referred to in Section 9.09(b). Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted
by law.


 


Section 9.10         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 9.11         Collateral
and Guaranty Matters. Each Lender (including in its capacity as a counterparty to a Secured Hedge Agreement or Treasury Services
Agreement) and each other Secured Party by its acceptance of the Collateral Documents irrevocably agrees:


 


(a)          that
any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be
automatically released (i) upon termination of the Commitments and payment in full of all Obligations (other than (x) obligations
under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable and (y) contingent indemnification
obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit (or
if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the applicable Issuing Banks or
deemed reissued under another agreement reasonably satisfactory to the applicable Issuing Banks, in which case, such Letters of
Credit shall cease to be outstanding for purposes of this Agreement), (ii) at the time the property subject to such Lien is
sold, transferred or otherwise disposed of (or to be sold, transferred or otherwise disposed of) as part of or in connection with
any transaction permitted hereunder or under any other Loan Document to any Person other than a Person required to grant a Lien
to the Administrative Agent or the Collateral Agent under the Loan Documents, (iii) subject to Section 9.02, if the release
of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes
an Excluded Asset, (v) upon a Collateral/Guarantee Release Event or (vi) 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 (b) below;


 




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(b)          that
any Guarantor shall be automatically released from its obligations under the Guaranty (i) upon a Collateral/Guarantee Release Event
and (ii) if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and


 


(c)          the
Collateral Agent may, without any further consent of any Lender, enter into any Intercreditor Agreement contemplated hereunder.


 


In each case as specified
in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Borrower
(and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense,
execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release
of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the
release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section 9.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate
of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further
inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative
Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted
by this Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreements or any Treasury
Services Agreements.


 


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 and Collateral
Agent in accordance with Section 7.01 for the benefit of all the Lenders and the other Secured Parties.


 


Section 9.12         Collateral/Guarantee
Release Event. Notwithstanding anything to the contrary in this Agreement, if on any date (i) the Borrower has an Investment
Grade Rating from both Moody’s and S&P, (ii) either no Indebtedness under Section 6.01(s) is outstanding that
is secured by Liens on the Collateral or such Liens will be substantially concurrently released and (iii) no Event of Default
has occurred and is continuing (a “Collateral/Guarantee Release Event”), the Liens on the Collateral securing
the Obligations and the Guaranty of the Guarantors shall each be released automatically without any further action. If, at any
time after a Collateral/Guarantee Release Event, the Borrower shall no longer have an Investment Grade Rating from both Moody’s
and S&P, such Liens and Guaranty shall automatically be reinstated without any further action and the Borrower shall execute
any documents reasonably required by the Administrative Agent to evidence the foregoing and take all actions to perfect such Liens
promptly, and in any event within 30 days thereof (or such later date approved by the Administrative Agent in its reasonable discretion).


 




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Section 9.13         Confidentiality.
Each of the Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as
defined below) and neither use nor disclose such Information, except that Information may be used by such Person in evaluating
the credit worthiness of the Borrower or in providing financial services to Borrower or any of its Subsidiaries and may be disclosed,
subject to the last paragraph of this Section and limitations set forth in this Agreement relating to Public Lenders, (a) to
its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives
on a need-to-know basis (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 or demanded
by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process (in which case the Borrower will be promptly notified (to the extent reasonably practicable and permitted
by applicable law)), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially consistent with or more
restrictive than those of this Section, to (i) any permitted assignee of or permitted Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement, (ii) any pledgee referred to in Section 9.04(b)(c)
or (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower
and its Obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender,
any Issuing Bank or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any
of its Related Parties, which source is not known to such Administrative Agent, Lender, Issuing Bank or Affiliate thereof to be
prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Borrower or any of its Subsidiaries.


 


For purposes of this
Section 9.13, “Information” means all information received from or on behalf of the Borrower or any Subsidiary
thereof relating to the Borrower or any Affiliate thereof or their respective businesses, other than any such information that
is (i) available to the Administrative Agent, any Lender or Issuing Bank on a non-confidential basis prior to disclosure by or
on behalf of the Borrower or any Subsidiary thereof, which source is not known to such Administrative Agent, Lender, Issuing Bank
or Affiliate thereof to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Borrower
or any of its Subsidiaries or (ii) clearly marked “non-confidential.” Any Person required to maintain the confidentiality
of Information as provided in this Section 9.13 shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.


 


Each of the Administrative
Agent, the Lenders, Issuing Banks, the Arrangers and the Joint Bookrunning Managers acknowledges that (a) the Information
may include material non-public information concerning the Borrower, its Affiliates or any of their respective securities, as the
case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it
will handle such material non-public information in accordance with applicable law, including Federal and state securities laws.


 


Notwithstanding anything
to the contrary set forth in this Agreement, no disclosure of Information shall be made to any Disqualified Lender pursuant to
clause (f)(i) of the third preceding paragraph.


 


Section 9.14         Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or
participation in any LC Disbursement, together with all fees, charges and other amounts that are treated as interest on such Loan
or LC Disbursement or participation therein under applicable law (collectively the “Charges”), shall exceed
the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved
by the Lender holding such Loan or LC Disbursement or participation therein in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or LC Disbursement
or participation therein but were not payable as a result of the operation of this Section shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or LC Disbursement or participation therein or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.


 




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Section 9.15         USA
Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) and the requirements of the Beneficial Ownership Regulation, as amended
(the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name, address and tax identification number of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Patriot Act. The Borrower shall, promptly following a written request by
the Administrative Agent or any Lender through the Administrative Agent, provide all documentation and other information that the
Administrative Agent or such Lender requires pursuant to applicable law or reasonably requests, in any such case, in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act and the Beneficial Ownership Regulation.


 


Section 9.16         No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Borrower
acknowledges and agrees that: (i) the credit facilities provided for hereunder and any related arranging or other services
in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document)
are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative
Agent, the Arrangers (which term for purposes of this Section 9.16 shall include the Joint Bookrunning Managers, Syndication Agent
and Documentation Agents) and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including
any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction,
the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and is not the financial
advisor, agent or fiduciary, for the Borrower or any of its Affiliates; (iii) none of the Administrative Agent, the Arrangers
or the Lenders have assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect
to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver
or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arrangers or
the Lenders have advised or are currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative
Agent, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative
Agent, each Arranger, each Lender and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers or the
Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the
Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or
tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof
or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it
may have against the Administrative Agent, each Arranger and each Lender with respect to any breach or alleged breach of agency
or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 




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Section 9.17         Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other
Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative
Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement
(the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative
Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with
the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative
Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of
the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency,
the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any
other Person who may be entitled thereto under applicable law).


 


Section 9.18         Electronic
Execution of Assignments and Certain Other Documents. The words “execution,” “execute,” “signed,”
“signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments, modifications or
other Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment
terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained
herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or
in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section 9.19         Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 




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(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(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.


 


Section 9.20         Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.21         Certain
ERISA Matters 


 


(a)           Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative
Agent, the Arrangers and their respective Affiliates, that at least one of the following is and will be true:


 


(i)          such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Revolving Commitments or this Agreement,


 


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


 


(iii)        (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Revolving Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments
and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this
Agreement, or


 




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(iv)        such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(a)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of the Administrative Agent, each Arranger and their respective Affiliates, that none of the Administrative Agent, any Arranger
or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related hereto or thereto).


 


Section 9.22         Recognition
of the U.S. Special Resolution Regimes.


 


(a)          In
the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer from such Un Lender derwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such
interest and obligation, were governed by the laws of the United States or a state of the United States.


 


(b)          In
the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a state of the United States.


 


For purposes of this Section 17:


 


“BHC Act
Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k).


 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


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


 




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“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


Article X.

GUARANTY


 


Section 10.01       The
Guaranty. Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely
as a surety to 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) 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 the Borrower, and all other Obligations (other than with respect to any Guarantor, Excluded
Swap Obligations of such Guarantor) from time to time owing to the Secured Parties by the Borrower or any of its Subsidiaries under
any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the
terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”) . The Guarantors
hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated
maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without
any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.


 


Section 10.02       Obligations
Unconditional. The obligations of the Guarantors under Section 10.01 shall constitute a guarantee of payment and
to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective
of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement,
the Secured Hedge Agreements, the Treasury Services Agreements or any other agreement or instrument referred to herein or therein,
or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective
of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor
(except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or
more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable
and unconditional under any and all circumstances as described above:


 


(i)          at
any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of
or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


 


(ii)         any
of the acts mentioned in any of the provisions of this Agreement 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 under this Agreement
any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;


 




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(iv)        any
Lien or security interest granted to, or in favor of, an Issuing Bank or any Lender or Agent Party as security for any of the Guaranteed
Obligations shall fail to be perfected; or


 


(v)         the
release of any other Guarantor pursuant to Section 10.10.


 


The Guarantors hereby
expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by law, all notices whatsoever,
and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement,
the Secured Hedge Agreements, the Treasury Services Agreements or any other agreement or instrument referred to herein or therein,
or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive,
to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of
the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty,
and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance
upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable
and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any
time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be
conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against
the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations
or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in
full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and
assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that
from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.


 


Section 10.03       Reinstatement.
The obligations of the Guarantors under this Article X shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in insolvency,
bankruptcy or reorganization or otherwise.


 


Section 10.04       Subrogation;
Subordination. Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations
(other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable and (y) contingent
indemnification obligations not yet accrued and payable) and the expiration or termination 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 10.01, 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.


 




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Section 10.05       Remedies.
The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under
this Agreement may be declared to be forthwith due and payable as provided in Section 7.01 (and shall be deemed to
have become automatically due and payable in the circumstances provided in Section 7.01) for purposes of Section 10.01,
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 10.01.


 


Section 10.06       Instrument
for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article X constitutes an
instrument for the payment of money, and consents and agrees that any Lender or Agent Party, at its sole option, in the event of
a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New
York CPLR Section 3213.


 


Section 10.07       Continuing
Guaranty. The guarantee in this Article X is a continuing guarantee of payment, and shall apply to all Guaranteed
Obligations whenever arising.


 


Section 10.08       General
Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate, limited partnership or limited
liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting
the rights of creditors generally, if the obligations of any Guarantor under Section 10.01 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 10.01, then, notwithstanding any other provision to the contrary, the
amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically
limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 10.11)
that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.


 


Section 10.09       Information.
Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that each Guarantor assumes and incurs under this Guaranty, and agrees that none of any Agent Party, any
Issuing Bank or any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances
or risks.


 


Section 10.10       Release
of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any Guarantor ceases to be a Restricted
Subsidiary, such Guarantor shall, upon the consummation of such transaction resulting in such Subsidiary ceasing to be a Restricted
Subsidiary 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 the pledge of such Equity
Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower
shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request,
the Administrative Agent and the Collateral Agent shall, at such Guarantor’s expense, take such actions as are necessary
to effect each release described in this Section 10.10 in accordance with the relevant provisions of the Collateral
Documents.


 


Section 10.11       Right
of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such 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 Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 10.04. The provisions of this Section 10.11 shall in
no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent, the Issuing Bank, the Swing Line
Lender and the Lenders, and each Guarantor shall remain liable to the Administrative Agent, the Issuing Bank, the Swing Line Lender
and the Lenders for the full amount guaranteed by such Guarantor hereunder.


 




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Section 10.12       Cross-Guaranty.
Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all
of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however,
that each Qualified ECP Guarantor shall only be liable under this Section 10.12 for up to the maximum amount of such
liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under
this Section 10.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.12
shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments
have been terminated. Each Qualified ECP Guarantor intends that this Section 10.12 constitute, and this Section 10.12
shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange
Act.


 


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


 


	 	Tradeweb Markets LLC, as Borrower
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[TO COME], as a Guarantor
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




     


     


    

 


	 	CITIBANK, N.A., as Administrative Agent
	 	 
	 	By	 
	 	Name:
	 	Title: