Exhibit 10.1


 


JOINDER AND AMENDMENT AND RESTATEMENT
AGREEMENT


 


JOINDER AND AMENDMENT AND RESTATEMENT AGREEMENT,
dated as of July 18, 2019 (this “Restatement Agreement”), by and among the New Lenders (as defined below) party
hereto, the Letter of Credit Issuers party hereto, Nautilus Acquisition Holdings, Inc.,
a Delaware corporation (“Holdings”), National Vision, Inc.,
a Georgia corporation (the “Borrower”), the subsidiaries of the Borrower party hereto, as guarantors (together
with Holdings, the “Guarantors”), the Former Agent (as defined below) and Bank of America, N.A. (“Bank
of America”) in its capacity as administrative agent and collateral agent on and after the Restatement Effective Date
(as defined below) (the “Administrative Agent”).


 


RECITALS:


 


WHEREAS, reference is hereby made to that
certain First Lien Credit Agreement dated as of March 13, 2014 (as amended, restated, amended and restated, supplemented or otherwise
modified prior to the date hereof, the “Credit Agreement” and, as further amended by this Restatement Agreement,
the “Amended and Restated Credit Agreement”) among Holdings, the Borrower, the lending institutions from time
to time parties thereto and Goldman Sachs Bank USA (“GS Bank”), in its capacity as administrative agent and
collateral agent (capitalized terms used but not defined herein having the meaning provided in the Amended and Restated Credit
Agreement);


 


WHEREAS, subject to the terms and
conditions of the Credit Agreement, the Borrower may establish New Term Loan Commitments and New Revolving Credit Commitments by,
among other things, entering into one or more Joinder Agreements with New Term Loan Lenders and New Revolving Loan Lenders, as
applicable;


 


WHEREAS, the Borrower has requested that
the Credit Agreement be amended pursuant to Section 2.14 of the Credit Agreement to, among other things, (i) establish commitments
for the Term A Loans in an aggregate principal amount of $420,000,000 (the “Term A Loan Facility” and such commitments,
the “Term A Loan Commitments”) and (ii) establish a new Revolving Credit Facility in an aggregate principal
amount of up to $300,000,000 (the “Revolving Credit Facility” and such commitments, the “Revolving
Credit Commitments”); the term “New Facilities” means the Term A Facility and the Revolving Credit
Facility;


 


WHEREAS, the proceeds of the New Facilities
will be used (i) to repay all principal, interest fees and other amounts outstanding (other than contingent obligations for which
no claim has been asserted) under the Credit Agreement immediately prior to the Restatement Effective Date, and to permanently
terminate all Commitments (as defined in the Credit Agreement) (the “Existing Commitments”) in connection therewith,
(ii) to pay fees and expenses incurred in connection with the transactions contemplated hereby and (iii) for general corporate
purposes (collectively, the “Transactions”);


 


WHEREAS, each financial institution listed
on Schedule 1.1(b) of the Amended and Restated Credit Agreement (each a “New Lender”) has agreed to provide
a Term A Loan Commitment and/or a Revolving Credit Commitment, in the amount(s) set forth opposite such New Lender’s name
on such Schedule;


 


WHEREAS, each of the parties hereto hereby
agrees that (i) on the Restatement Effective Date, GS Bank will resign as Administrative Agent and Collateral Agent under the Credit
Agreement and the Credit Documents (in such capacities, the “Former Agent”) and (ii) from and after the Restatement
Effective Date, Bank of America will act as the successor Administrative Agent and Collateral Agent under the Amended and Restated
Credit Agreement and the other Credit Documents; and


 




    	 		 



     


    

 


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


 


SECTION 1.    Amendment and Restatement
of the Credit Agreement, Exhibits and Schedules; Establishment of New Loans and Commitments.


 


(a)       The
Credit Agreement is, effective as of the Restatement Effective Date, hereby amended and restated in the form attached as Exhibit
A hereto. Additionally, the schedules and exhibits to the Credit Agreement are hereby amended and restated in the form attached
to the Amended and Restated Credit Agreement.


 


(b)       As
of the Restatement Effective Date, the schedules to the Security Agreement are hereby amended and restated in the form attached
as Exhibit B hereto.


 


(c)       Each
party hereto acknowledges and agrees that, effective as of the Restatement Effective Date, the Commitments under the Term A Loan
Facility and the Revolving Credit Facility will be set forth on Schedule 1.1(b) of the Amended and Restated Credit Agreement.


 


(d)       Each
New Lender party hereto hereby agrees to commit to provide its respective Term A Loan Commitment and/or Revolving Credit Commitment
in the amount(s) set forth on Schedule 1.1(b) of the Amended and Restated Credit Agreement.


 


(e)       Each
New Lender (i) confirms that it has received a copy of the Amended and Restated Credit Agreement and the other Credit Documents
and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Restatement Agreement; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, the Former Agent, any other
New Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the Amended and Restated Credit Agreement; (iii) appoints
and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such
powers under the Amended and Restated Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent
or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto;
and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended and
Restated Credit Agreement are required to be performed by it as a Lender.


 


(f)       All
obligations in respect of the New Facilities established hereby shall (i) constitute Obligations and have all of the benefits thereof,
(ii) be guaranteed by the Guarantors pursuant to the Guarantee and (iii) be secured by the Liens granted to the Collateral Agent
for the benefit of the Secured Parties under the Security Documents.


 


SECTION 2.    Resignation and Appointment
of Administrative Agent; Consents. Effective as of the Restatement Effective Date, each of the parties hereto hereby consents
to (i) the resignation of GS Bank as Administrative Agent and Collateral Agent under the Credit Agreement and the Credit Documents
effective as of the Restatement Effective Date and (ii) the appointment of Bank of America as successor Administrative Agent and
Collateral Agent under the Amended and Restated Credit Agreement and the other Credit Documents effective as of the Restatement
Effective Date.


 




    	 	-2-	 



     


    

 


SECTION 3.    Reference to and Effect
on the Credit Documents.


 


(a)       On
and after the Restatement Effective Date, each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,”
 “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents
to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the
 “Credit Agreement,” shall mean and be a reference to the Amended and Restated Credit Agreement, and any reference to
 “Obligations” shall mean and be a reference to the “Obligations” under the Amended and Restated Credit
Agreement.


 


(b)       On
and after the Restatement Effective Date, the Credit Agreement, as specifically amended and restated by this Restatement Agreement,
and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified
and confirmed (including the Guarantee and all Liens and security interests granted thereunder, which shall continue to secure
the Obligations in effect after giving effect to this Restatement Agreement).


 


(c)       From
and after the Restatement Effective Date, this Restatement Agreement shall be deemed a Credit Document for all purposes under the
Amended and Restated Credit Agreement and the other Credit Documents.


 


(d)       The
parties hereto acknowledge and agree that the amendment and restatement of the Credit Agreement pursuant to this Restatement Agreement
and all other Credit Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of
the Obligations or the Credit Agreement and the other Credit Documents as in effect prior to the Restatement Effective Date.


 


SECTION 4.    Conditions of Effectiveness.
This Restatement Agreement and the obligations of the parties hereunder and under the Amended and Restated Credit Agreement shall
become effective upon the satisfaction of each of the conditions set forth in Section 6.1 of the Amended and Restated Credit Agreement.


 


SECTION 5.    Representations and Warranties.
The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as of the Restatement Effective Date that
the representations and warranties of each Credit Party contained in Section 8 of the Amended and Restated Credit Agreement and
in the other Credit Documents are true and correct in all material respects (provided that any such representations and warranties
which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects) on and
as of the Restatement Effective Date after giving effect to the transactions contemplated by this Restatement Agreement (except
where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects (provided that any such representations and warranties which are qualified
by materiality, material adverse effect or similar language shall be true and correct in all respects) as of such earlier date.


  




    	 	-3-	 



     


    

 


SECTION 6.    Liens Unimpaired. As
of the date hereof, each Credit Party reaffirms its obligations under the Credit Documents to which it is party and its prior grant
and the validity of the Liens granted by it pursuant to the Security Documents, and after giving effect to this Restatement Agreement,
except as specifically modified by this Restatement Agreement, the Credit Documents (and the Liens and security interests granted
pursuant thereto) shall remain in full force and effect and are hereby ratified and confirmed in all respects. After giving effect
to this Restatement Agreement, neither the modification of the Credit Agreement effected pursuant to this Restatement Agreement
nor the execution, delivery, performance or effectiveness of this Restatement Agreement:




 


(a)       impairs
the validity, effectiveness or priority of the Liens granted pursuant to any Credit Document, and such Liens continue unimpaired
with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or


 


(b)       requires
that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens, other than such UCC
financing statements amendments necessary to effectuate the assignment referred to in Section 7.


 


SECTION 7.    Resignation, Appointment,
Assignment; Covenants of Former Agent.


 


(a)       The
Former Agent hereby resigns as Administrative Agent and Collateral Agent under the Credit Agreement and the other Credit Documents
effective upon the Restatement Effective Date. The parties hereto hereby agree that the resignation of GS Bank as the Administrative
Agent and as the Collateral Agent under the Credit Documents shall become effective as of the Restatement Effective Date. On the
Restatement Effective Date, the Former Agent’s rights, powers, duties and obligations (other than such rights, powers, duties
and obligations expressly provided herein) as Administrative Agent and Collateral Agent shall be terminated, without any further
act or deed on the part of the Former Agent, the Lenders or any of the other parties to the Credit Agreement; provided,
however, that the Former Agent and any of its Related Parties shall retain their rights to expense reimbursement, indemnification
and other similar obligations or contingent obligations and any other provisions of the Credit Documents pertaining to GS Bank
in its capacity as Administrative Agent and Collateral Agent that survive its resignation and/or that survive the satisfaction
of the Obligations to the extent expressly provided for under the Credit Documents. The resignation by the Former Agent hereunder
shall also constitute its resignation as Swingline Lender and as an Letter of Credit Issuer, and the resigning Letter of Credit
Issuer and resigning Swingline Lender shall not be required to issue any further Letters of Credit or extend any further Swingline
Loans under the Credit Agreement.


 


Each of the parties hereto waive any notice
and eligibility requirements of, and any inconsistency or conflict with, the provisions of any of the Credit Documents with respect
to the resignation of GS Bank as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer.


 


(b)       Effective
as of the Restatement Effective Date, (i) Bank of America is hereby appointed as the Administrative Agent and the Collateral Agent
under the Amended and Restated Credit Agreement and the other Credit Documents, (ii) Bank of America hereby accepts its appointment
as the Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement and any other Credit Documents,
(iii) the parties hereto hereby consent to the appointment of Bank of America as Administrative Agent and Collateral Agent, and
(iv) Bank of America, shall succeed to, and be vested with, all of the rights, powers, privileges and duties of the Administrative
Agent and the Collateral Agent under the Amended and Restated Credit Agreement and the other Credit Documents (except for the continuing
rights of the Former Agent as contemplated above). Immediately upon the Restatement Effective Date (i) Bank of America or its Affiliate
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer
and Swingline Lender and (ii) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Credit Documents.


 




    	 	-4-	 



     


    

 


(c)       The
Former Agent, from and after the Restatement Effective Date, assigns (without recourse, representation or warranty of any kind)
to Bank of America, as the Administrative Agent and Collateral Agent for the benefit of the Secured Parties, all Liens, security
interests, mortgages and powers of attorney under the Security Documents and the other Credit Documents and all of its rights,
titles, interests, indemnities, privileges, claims and demands of the Former Agent as secured party, mortgagee, beneficiary or
Lien holder under or in connection with any and all Security Documents and the other Credit Documents and all other Liens of record
(including Uniform Commercial Code financing statements or other financing statements) filed in favor of the Former Agent pursuant
to the Credit Documents and all Liens granted pursuant to the Credit Documents with respect to Intellectual Property (as defined
in the Security Agreement) filed with the United States Patent and Trademark Office or the United States Copyright Office (if any),
and Bank of America, as the Administrative Agent and Collateral Agent on behalf of the Secured Parties, hereby assumes all such
Liens, security interests and mortgages, for its benefit and for the benefit of the other Secured Parties, and all such rights,
titles, interests, indemnities, privileges, claims and demands of the Former Agent as secured party, mortgagee, beneficiary or
Lien holder under or in connection with the Security Documents and the other Credit Documents and such financing statements and
other Liens. All of such Liens and security interests shall in all respects be continuing and in full force and effect following
execution and delivery of this Restatement Agreement. Without limiting the generality of the foregoing, any and all references
to GS Bank on any publicly filed document, to the extent such filing relates to Liens and security interests assigned to the Administrative
Agent and Collateral Agent hereby and until such filing is modified to reflect the interest of Bank of America, as Administrative
Agent and Collateral Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent
as collateral representative of the Administrative Agent and Collateral Agent (provided, that the parties hereto agree that the
Former Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Former Agent,
including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral,
whether such direction comes from the Administrative Agent, the Lenders, or otherwise and the Former Agent shall be entitled to
all the benefits of the Administrative Agent and Collateral Agent under the Credit Documents with respect to all actions taken
or omitted to be taken in such capacity).


 


(d)       The
Borrower represents and warrants that (i) executed copies of each Credit Document to which the Former Agent is a party, together
with all exhibits and schedules thereto, have been delivered to the Administrative Agent (or its counsel) on or prior to the date
hereof, and (ii) as of the date hereof, there have been no amendments, supplements or consents to the Credit Documents to which
the Former Agent is a party, except as otherwise provided to the successor Administrative Agent.


 


(e)       The
Former Agent covenants and agrees that it will, in each case at the Borrower’s or the Lenders’ sole expense deliver
to Collateral Agent, on or about the Restatement Effective Date, the possessory collateral described on Schedule A attached
hereto which have been delivered by the Credit Parties to the Former Agent. The Credit Parties hereby consent to all actions taken
by the Former Agent and the Administrative Agent pursuant to and in accordance with this Section 7.


 


(f)       The
Former Agent agrees that to further effectuate the purposes of this Restatement Agreement, it shall, in each case at the Borrower’s
sole expense, upon the Administrative Agent’s or Collateral Agent’s reasonable written request, use commercially reasonable
efforts to (i) furnish additional releases, assignments, termination statements and such other documents, instruments and agreements
as are customary in order to effect and evidence more fully the matters covered hereby, (ii) deliver to Collateral Agent any original
instruments, promissory notes and other property that the Former Agent holds in its capacity as Administrative Agent or Collateral
Agent for the Secured Parties and (iii) execute any additional documents and take such further actions that are reasonably necessary
to effect the purposes hereof (including executing any documents relating to any Credit Document reasonably necessary to vest in
the Administrative Agent and the Collateral Agent all of the powers and rights of the Former Agent). The Former Agent agrees that
the Collateral Agent is authorized as it may reasonably deem necessary or appropriate to file such UCC financing statements and
amendments under the Uniform Commercial Code as the Administrative Agent reasonably deems necessary to effectuate the matters referred
to herein. The Credit Parties further agree that the Collateral Agent is authorized as it may reasonably deem necessary or appropriate
to file initial financing statements, assignments of financing statements, financing change statements, and amended financing statements,
to make any and all filings with the United States Patent and Trademark Office, the United States Copyright Office, and to make
any amendment, assignment or other filings with respect to any real property covered by mortgages in any United States (including
in any state thereof), in each instance covering any of the applicable Collateral in order to (i) effectuate the matters referred
to herein or (ii) continue the perfection of the Liens granted or purported to be granted by the Security Documents.


 




    	 	-5-	 



     


    

 


(g)       The
Former Agent may, but shall have no obligation to, disclose to, share with or otherwise exchange with the Administrative Agent
information and documents under this Section 7 that is otherwise protected against disclosure by privilege, doctrine or rule of
confidentiality (such information and documents, “Privileged Information”) and the disclosure, sharing or other
exchange of any Privileged Information by the Former Agent shall in no way give rise to, or be deemed to give rise to, any duty,
obligation or liability of any kind or nature on the part of the Former Agent in connection therewith (including, without limitation,
any duty or obligation to disclose, share or exchange any other or further Privileged Information or any liability for any failure
to do so). In connection with the foregoing, it is the intention and understanding of the Former Agent and the Administrative Agent
that any disclosure, sharing or other exchange of Privileged Information will not (i) waive any applicable privilege, doctrine
or rule of protection from disclosure, (ii) diminish the confidentiality of the Privileged Information or (iii) be asserted as
a waiver of any such privilege, doctrine or rule by the Former Agent or the Administrative Agent. If requested by the Former Agent,
the Administrative Agent will thereupon enter into any agreement or agreements as the Former Agent may reasonably request in order
to further effectuate the intentions set forth in the foregoing sentence.


 


(h)       Notwithstanding
anything in this Restatement Agreement or in the Credit Documents to the contrary, the provisions of Section 12, Section 13.5 and
Section 13.6 of the Credit Agreement shall continue in effect for the benefit of the Former Agent and its sub-agents, in each case,
in their capacity as administrative agent, collateral agent, sub-agent or Former Agent, as applicable, in connection with or as
a result of the execution or delivery of this Restatement Agreement or any other Credit Document, or any amendment, amendment and
restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder (including without limitation
for any actions taken or omitted to be taken by any of them in connection with any of the foregoing while the Former Agent was
acting as administrative agent and collateral agent under the Credit Documents and while the Former Agent was acting as bailee
or sub-agent for the Administrative Agent) or the consummation of the transactions contemplated hereby or thereby.


 


(i)       Notwithstanding
anything in this Restatement Agreement or in the Credit Documents to the contrary, all parties hereto agree that the knowledge
of the Former Agent under the Credit Agreement and the other Credit Documents in effect immediately prior to the date hereof shall
not be imputed to the Administrative Agent or the Collateral Agent. Bank of America shall have no responsibility or liability for
any actions taken or omitted to be taken by GS Bank in its capacity as the Former Agent or as bailee or sub-agent hereunder or
for any other action taken or omitted to be taken by the Former Agent or any of its Related Parties in any way related to the Credit
Documents (including any actions taken or omitted to be taken by the Former Agent under this Restatement Agreement) or otherwise
contemplated by any Credit Document or any agreement contemplated by any Credit Document. GS Bank shall have no responsibility
or liability for any actions taken or omitted to be taken by Bank of America in its capacity as Administrative Agent or the Collateral
Agent or for any other action taken or omitted to be taken by the Administrative Agent or the Collateral Agent or any of their
Related Parties in any way related to the Credit Documents (including any actions taken or omitted to be taken by the Administrative
Agent or Collateral Agent under this Restatement Agreement) or otherwise contemplated by any Credit Document or any agreement contemplated
by any Credit Document.


 




    	 	-6-	 



     


    

 


SECTION 8.    Release of Former Agent.
The Borrower (on behalf of itself and the other Credit Parties), the Administrative Agent and the Former Agent hereby agree that
neither the Former Agent, nor any of its affiliates, nor any of its and their respective officers, directors, employees, representatives,
agents or affiliates, shall bear any responsibility or liability for any actions taken or omitted to be taken by the Administrative
Agent.


 


SECTION 9.    Amendment, Modification
and Waiver. This Restatement Agreement may not be amended, modified or waived except by an instrument or instruments in writing
signed and delivered on behalf of each of the parties hereto.


 


SECTION 10.  GOVERNING LAW. THIS
RESTATEMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 13.13 and 13.15 of the Credit Agreement are incorporated herein
by reference, mutatis mutandis.


 


SECTION 11.  Severability. Any
term or provision of this Restatement Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Restatement Agreement or affecting the validity or enforceability of any of the terms or provisions of this
Restatement Agreement in any other jurisdiction. If any provision of this Restatement Agreement is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as would be enforceable.


 


SECTION 12.  Counterparts. This
Restatement Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which
shall be deemed to be an original, but all of which shall constitute one and the same agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	-7-	 



     


    

 


IN WITNESS WHEREOF, the parties have
caused this Restatement Agreement to be executed by their respective authorized officers as of the date first above written.


 


	 	NAUTILUS ACQUISITION HOLDINGS, INC., as Holdings
	 	 	 
	 	By:	/s/ Patrick R. Moore
	 	 	Name: Patrick R. Moore
	 	 	Title: Senior Vice President and Chief Financial Officer
	 	 
	 	NATIONAL VISION, INC., as Borrower
	 	 	 
	 	By:	/s/ Patrick R. Moore
	 	 	Name: Patrick R. Moore
	 	 	Title: Senior Vice President and Chief Financial Officer
	 	 	 
	 	OPTI-VISION FINANCE SERVICES, LLC, as Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Patrick R. Moore
	 	 	Name: Patrick R. Moore
	 	 	Title: Senior Vice President and Chief Financial Officer
	 	 	 
	 	ARLINGTON CONTACT LENS SERVICE, INC., as Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Patrick R. Moore
	 	 	Name: Patrick R. Moore
	 	 	Title: Senior Vice President and Chief Financial Officer
	 	 	 
	 	VC IV, LLC, as Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Patrick R. Moore
	 	 	Name: Patrick R. Moore
	 	 	Title: Senior Vice President and Chief Financial Officer


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	NVAL HEALTHCARE SYSTEMS, INC., as Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Patrick R. Moore
	 	 	Name: Patrick R. Moore
	 	 	Title: Senior Vice President and 
	 	 	Chief Financial Officer
	 	 	 
	 	INTERNATIONAL VISION ASSOCIATES, LTD, as Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Patrick R. Moore
	 	 	Name: Patrick R. Moore
	 	 	Title: Senior Vice President and Chief Financial Officer


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	GOLDMAN SACHS BANK USA, as Former Agent
	 	 	 
	 	By:	/s/ Annie Carr
	 	 	Name: Annie Carr
	 	 	Title: Authorized Signatory


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	Bank of America, N.A., as Administrative Agent and Collateral Agent
	 	 	 
	 	By:	/s/ Eric M. Truette
	 	 	Name: Eric M. Truette
	 	 	Title: Vice President
	 	 	 
	 	Bank of America, N.A., as a Term A Lender, a Revolving Credit Lender and a Letter of Credit Issuer
	 	 	 
	 	By:	/s/ Charlie Hart
	 	 	Name: Charlie Hart
	 	 	Title: Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	JPMorgan Chase Bank, NA, as a Term A Lender, a Revolving Credit Lender, and a Letter of Credit Issuer
	 	 	 
	 	By:	/s/ Andrew Rossman
	 	 	Name: Andrew Rossman
	 	 	Title:  Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	WELLS FARGO BANK, N.A., as a Term A Lender, a Revolving Credit Lender and a Letter of Credit Issuer
	 	 	 
	 	By:	/s/ Maribelle Villaseñor
	 	 	Name: Maribelle Villaseñor
	 	 	Title: Director


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	Fifth Third Bank, as a Term A Lender, and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Mary J Ramsey
	 	 	Name: Mary J Ramsey
	 	 	Title: Senior Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	SUNTRUST BANK, as a Term A Lender, and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Will Miller
	 	 	Name: Will Miller
	 	 	Title: Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	GOLDMAN SACHS BANK USA, as a Revolving Credit Lender and a Letter of Credit Issuer
	 	 	 
	 	By:	/s/ Annie Carr
	 	 	Name: Annie Carr
	 	 	Title:  Authorized Signatory


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	Citibank, N.A., as a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Alvaro De Velasco
	 	 	Name: Alvaro De Velasco
	 	 	Title: Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	Barclays Bank PLC, as a Term A Lender and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Ritam Bhalla
	 	 	Name: Ritam Bhalla
	 	 	Title:  Director


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Term A Lender and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Michael King
	 	 	Name: Michael King
	 	 	Title: Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	Stifel Bank & Trust, as a Term A Lender and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Laura M. Roessler
	 	 	Name: Laura M. Roessler
	 	 	Title: Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	Synovus Bank, as a Term A Lender, and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Anne Lovette
	 	 	Name: Anne Lovette
	 	 	Title: Director


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	HANCOCK WHITNEY BANK, as a Term A Lender and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Joshua N. Livingston
	 	 	Name: Joshua N. Livingston
	 	 	Title: Duly Authorized Signatory


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	UNITED COMMUNITY BANK, as a Term A Lender and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Jeff Wilson
	 	 	Name: Jeff Wilson
	 	 	Title: Vice President


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


	 	Atlantic Capital Bank, N.A., as a Term A Lender and a Revolving Credit Lender
	 	 	 
	 	By:	/s/ Richard A. Oglesby, Jr
	 	 	Name: Richard A. Oglesby, Jr
	 	 	Title: E.V.P.


 


[Signature Page to Restatement Agreement]


 




     

     


    

 


Exhibit A


 


Published CUSIP Number: 63845QAD1


Revolving Loan CUSIP Number: 63845QAE9


Term Loan CUSIP Number: 63845QAF6


 


Amended
and Restated CREDIT AGREEMENT


 


dated as of July 18, 2019,


 


among


 


NAUTILUS ACQUISITION HOLDINGS, INC.,

as Holdings,


 


NATIONAL VISION, INC.,


as the Borrower


 


The Several Lenders

from Time to Time Parties Hereto,


 


Bank
of America, N.A.,

as the Administrative Agent, the Collateral Agent, the Swingline Lender and a Lender,


 


the Letter of Credit Issuers Parties Hereto,


 


BOFA SECURITIES, INC.,


KKR CAPITAL MARKETS LLC,


JPMORGAN CHASE BANK, N.A., and

wells fargo securities, llc,

as Joint Lead Arrangers and Bookrunners,


 


JPMORGAN CHASE BANK, N.A., and


WELLS FARGO BANK, N.A., as

as Syndication Agents


 


and


 


FIFTH THIRD BANK, and

SUNTRUST bank,

as Documentation Agents


  




    	 	[Exhibit A]	 



     


    






 


TABLE OF CONTENTS


 












	 	 	 	Page
	 	 	 	 
	Section 1	 	Definitions	1
	 	 	 	 
	1.1	 	Defined Terms	1
	1.2	 	Other Interpretive Provisions	56
	1.3	 	Accounting Terms	57
	1.4	 	Rounding	57
	1.5	 	References to Agreements Laws, Etc	57
	1.6	 	Exchange Rates	57
	1.7	 	Rates	57
	1.8	 	Times of Day	58
	1.9	 	Timing of Payment or Performance	58
	1.10	 	Certifications	58
	1.11	 	Compliance with Certain Sections	58
	1.12	 	Pro Forma and Other Calculations	58
	1.13	 	Divisions	60
	1.14	 	Amendment and Restatement	60
	 	 	 	 
	Section 2	 	Amount and Terms of Credit	60
	 	 	 	 
	2.1	 	Commitments	60
	2.2	 	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	62
	2.3	 	Notice of Borrowing	62
	2.4	 	Disbursement of Funds	63
	2.5	 	Repayment of Loans; Evidence of Debt	64
	2.6	 	Conversions and Continuations	66
	2.7	 	Pro Rata Borrowings	67
	2.8	 	Interest	67
	2.9	 	Interest Periods	67
	2.10	 	Increased Costs, Illegality, Etc	68
	2.11	 	Compensation	70
	2.12	 	Change of Lending Office	70
	2.13	 	Notice of Certain Costs	71
	2.14	 	Incremental Facilities	71
	2.15	 	[Reserved]	75
	2.16	 	Defaulting Lenders	75
	 	 	 	 
	Section 3	 	Letters of Credit	77
	 	 	 	
	3.1	 	Letters of Credit	77
	3.2	 	Letter of Credit Requests	78
	3.3	 	Letter of Credit Participations	79
	3.4	 	Agreement to Repay Letter of Credit Drawings	81
	3.5	 	Increased Costs	82
	3.6	 	New or Successor Letter of Credit Issuer	83
	3.7	 	Role of Letter of Credit Issuer	84
	3.8	 	Cash Collateral	84
	3.9	 	Applicability of ISP	85
	3.10	 	Conflict with Issuer Documents	85
	3.11	 	Letters of Credit Issued for Restricted Subsidiaries	85
	3.12	 	Provisions Related to Extended Revolving Credit Commitments	85



 






    	 	-i-	 



     


    

 


	 	 	 	Page
	 	 	 	 
	Section 4	 	Fees	86
	 	 	 	 
	4.1	 	Fees	86
	4.2	 	Voluntary Reduction of Revolving Credit Commitments	87
	4.3	 	Mandatory Termination of Commitments	87
	 	 	 	 
	Section 5	 	Payments	87
	 	 	 	 
	5.1	 	Voluntary Prepayments	87
	5.2	 	Mandatory Prepayments	88
	5.3	 	Method and Place of Payment	90
	5.4	 	Net Payments	90
	5.5	 	Computations of Interest and Fees	93
	5.6	 	Limit on Rate of Interest	93
	 	 	 	 
	Section 6	 	Conditions Precedent to Initial Borrowing	94
	 	 	 	 
	6.1	 	Credit Documents	94
	6.2	 	Collateral	94
	6.3	 	Legal Opinions	94
	6.4	 	Closing Certificates	95
	6.5	 	Authorization of Proceedings of the Credit Parties; Corporate Documents	95
	6.6	 	Fees	95
	6.7	 	Representations and Warranties; No Default	95
	6.8	 	Solvency Certificate	95
	6.9	 	KYC Information	95
	6.10	 	Refinancing	95
	6.11	 	Notice of Term Loan Borrowing	95
	 	 	 	 
	Section 7	 	Conditions Precedent to All Credit Events on and after the Restatement Effective Date	96
	 	 	 	 
	7.1	 	No Default; Representations and Warranties	96
	7.2	 	Notice of Borrowing; Letter of Credit Request	96
	 	 	 	 
	Section 8	 	Representations and Warranties	96
	 	 	 	 
	8.1	 	Corporate Status	96
	8.2	 	Corporate Power and Authority	97
	8.3	 	No Violation	97
	8.4	 	Litigation	97
	8.5	 	Margin Regulations	97
	8.6	 	Governmental Approvals	97
	8.7	 	Investment Company Act	97
	8.8	 	True and Complete Disclosure	97
	8.9	 	Financial Condition; Financial Statements	98
	8.10	 	Compliance with Laws; No Default	98
	8.11	 	Anti-Corruption, Sanctions and Anti-Money Laundering Compliance	98
	8.12	 	Tax Matters	98
	8.13	 	Compliance with ERISA	99
	8.14	 	Subsidiaries	99
	8.15	 	Intellectual Property	99
	8.16	 	Environmental Laws	99
	8.17	 	Properties	99
	8.18	 	Solvency	100



 






    	 	-ii-	 



     


    

 


	 	 	 	Page
	 	 	 	 
	8.19	 	Patriot Act	100
	 	 	 	 
	Section 9	 	Affirmative Covenants	100
	 	 	 	 
	9.1	 	Information Covenants	100
	9.2	 	Books, Records, and Inspections	103
	9.3	 	Maintenance of Insurance	103
	9.4	 	Payment of Taxes	103
	9.5	 	Preservation of Existence; Consolidated Corporate Franchises	103
	9.6	 	Compliance with Statutes, Regulations, Etc	104
	9.7	 	ERISA	104
	9.8	 	Maintenance of Properties	104
	9.9	 	Transactions with Affiliates	105
	9.10	 	End of Fiscal Years	105
	9.11	 	Additional Guarantors and Grantors	105
	9.12	 	Pledge of Additional Stock and Evidence of Indebtedness	106
	9.13	 	Use of Proceeds	106
	9.14	 	Further Assurances	106
	9.15	 	Lines of Business	107
	 	 	 	 
	Section 10	 	Negative Covenants	107
	 	 	 	 
	10.1	 	Limitation on Indebtedness	107
	10.2	 	Limitation on Liens	112
	10.3	 	Limitation on Fundamental Changes	113
	10.4	 	Limitation on Sale of Assets	114
	10.5	 	Limitation on Restricted Payments	115
	10.6	 	Limitation on Subsidiary Distributions	121
	10.7	 	Financial Covenants	122
	 	 	 	 
	Section 11	 	Events of Default	123
	 	 	 	
	11.1	 	Payments	123
	11.2	 	Representations, Etc	123
	11.3	 	Covenants	123
	11.4	 	Default Under Other Agreements	123
	11.5	 	Bankruptcy, Etc	124
	11.6	 	ERISA	124
	11.7	 	Guarantee	124
	11.8	 	Pledge Agreement	124
	11.9	 	Security Agreement	124
	11.10	 	Judgments	125
	11.11	 	Change of Control	125
	11.12	 	Remedies Upon Event of Default	125
	11.13	 	Application of Proceeds	125
	11.14	 	Equity Cure	126
	 	 	 	 
	Section 12	 	The Agents	127
	 	 	 	 
	12.1	 	Appointment	127
	12.2	 	Delegation of Duties	127
	12.3	 	Exculpatory Provisions	127
	12.4	 	Reliance by Agents	128
	12.5	 	Notice of Default	128
	12.6	 	Non-Reliance on Administrative Agent, Collateral Agent, and Other Lenders	129



 






    	 	-iii-	 



     


    

 


	 	 	 	Page
	 	 	 	 
	12.7	 	Indemnification	129
	12.8	 	Agents in Their Individual Capacities	130
	12.9	 	Successor Agents	130
	12.10	 	Withholding Tax	131
	12.11	 	Agents Under Security Documents and Guarantee	132
	12.12	 	Right to Realize on Collateral and Enforce Guarantee	132
	12.13	 	Intercreditor Agreements Govern	133
	12.14	 	Certain ERISA Matters	133
	 	 	 	 
	Section 13	 	Miscellaneous	134
	 	 	 	 
	13.1	 	Amendments, Waivers, and Releases	134
	13.2	 	Notices	137
	13.3	 	No Waiver; Cumulative Remedies	137
	13.4	 	Survival of Representations and Warranties	137
	13.5	 	Payment of Expenses; Indemnification	138
	13.6	 	Successors and Assigns; Participations and Assignments	139
	13.7	 	Replacements of Lenders Under Certain Circumstances	143
	13.8	 	Adjustments; Set-off	143
	13.9	 	Counterparts	144
	13.10	 	Severability	144
	13.11	 	Integration	144
	13.12	 	GOVERNING LAW	144
	13.13	 	Submission to Jurisdiction; Waivers	144
	13.14	 	Acknowledgments	145
	13.15	 	WAIVERS OF JURY TRIAL	146
	13.16	 	Confidentiality	146
	13.17	 	Direct Website Communications	147
	13.18	 	USA PATRIOT Act	148
	13.19	 	[Reserved]	148
	13.20	 	Payments Set Aside	148
	13.21	 	No Fiduciary Duty	148
	13.22	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	149
	13.23	 	Acknowledgement Regarding Any Supported QFCs  	149


  



SCHEDULES


 


	Schedule 1.1(a)	Mortgaged Properties
	Schedule 1.1(b)	Commitments of Lenders
	Schedule 1.1(c)	Existing Letters of Credit
	Schedule 8.14	Subsidiaries
	Schedule 8.16	Environmental
	[Schedule 9.14	Post-Closing Actions]
	Schedule 10.1	Restatement Effective Date Indebtedness
	Schedule 10.2	Restatement Effective Date Liens
	Schedule 10.5	Restatement Effective Date Investments
	Schedule 13.2	Notice Addresses


 


EXHIBITS


 


	Exhibit A	Form of Joinder Agreement
	Exhibit B	[Reserved]
	Exhibit C	[Reserved]
	Exhibit D	[Reserved]
	Exhibit E	Form of Credit Party Restatement Effective Certificate


 




    	 	-iv-	 



     


    

 


	Exhibit F	Form of Assignment and Acceptance
	Exhibit G-1	Form of Promissory Note (Term A Loans)
	Exhibit G-2	Form of Promissory Note (Revolving Credit Loans)
	Exhibit H	Form of First Lien Intercreditor Agreement
	Exhibit I	Form of Second Lien Intercreditor Agreement
	Exhibit J-1	Form of Non-Bank Tax Certificate 
	 	(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-2	Form of Non-Bank Tax Certificate 
	 	(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-3	Form of Non-Bank Tax Certificate 
	 	(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-4	Form of Non-Bank Tax Certificate 
	 	(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit K	Form of Notice of Borrowing or Continuation or Conversion
	Exhibit L	Form of Letter of Credit Request
	Exhibit M	Form of Hedge Bank Designation


 




    	 	-v-	 



     


    

 


AMENDED AND RESTATED CREDIT AGREEMENT


 


Amended
and Restated CREDIT AGREEMENT, dated as of July 18, 2019 (as amended, amended and restated, supplemented or otherwise modified
from time to time), among NAUTILUS ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), National
Vision, Inc., a Georgia corporation (the “Borrower”), the lending institutions from time to time parties hereto
(each a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), Bank
of America, N.A., as the Swingline Lender, the Administrative Agent and the Collateral Agent (such terms and each other
capitalized term used but not defined in this preamble having the meaning provided in Section 1) and each Letter of Credit
Issuer.


 


WHEREAS, the Borrower, Holdings, certain
lenders and Goldman Sachs Bank USA, in its capacity as administrative agent and collateral agent (in such capacities, the “Former
Agent”), entered into that certain First Lien Credit Agreement dated as of March 13, 2014 (as amended, supplemented or
otherwise modified prior to the Restatement Effective Date, the “Original Credit Agreement”);


 


WHEREAS, pursuant to the Restatement Agreement
(as defined below), the Borrower has requested that the Required Lenders amend and restate the Original Credit Agreement and that
the Lenders provide new Term A Loans in an aggregate principal amount of up to $420,000,000 and a new Revolving Credit Facility
in an aggregate principal amount of up to $300,000,000, the proceeds of which are to be used (i) to redeem, defease, refinance
or repay certain existing indebtedness of the Borrower and its Subsidiaries, including all amounts outstanding (other than contingent
obligations) under the Original Credit Agreement immediately prior to the Restatement Effective Date (the “Restatement
Date Refinancing”), (ii) to pay fees and expenses incurred in connection with the Transactions (as defined below) and
(iii) for general corporate purposes;


 


WHEREAS, the Lenders and Letter of Credit
Issuers are willing to make available to the Borrower such term loan and revolving credit and letter of credit facilities upon
the terms and subject to the conditions set forth herein;


 


WHEREAS, the Lenders party to the Restatement
Agreement have consented to the amendment and restatement of the Original Credit Agreement and such Lenders are willing to provide
the facilities described above, in each case, subject to terms and conditions set forth in the Restatement Agreement;


 


WHEREAS, it is the intent of the parties
hereto that this Agreement amend and restate in its entirety the Original Credit Agreement; and


 


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


 


Section 1           Definitions


 


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


 


“ABR” shall mean for
any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of 1%, (ii) the
rate of interest in effect for such day as announced from time to time by the Administrative Agent as its “prime rate”
at its principal office in New York City and (iii) the rate per annum determined in the manner set forth in clause (ii) of the
definition of “LIBOR Rate” plus 1%; provided that, notwithstanding the foregoing, in no event shall the
ABR at any time be less than 1.00% per annum. The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime
rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement
of such change. If the ABR is being used as an alternate rate of interest pursuant to Section 2.10 hereof, then the ABR
shall, subject to the proviso in the first sentence of this definition, be the greater of clauses (i) and (ii) above and shall
be determined without reference to clause (iii) above.


 




    	 	 	 



     


    

 


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


 


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


 


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


 


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


 


“Adjusted Total Revolving Credit
Commitment” shall mean at any time the Total Revolving Credit Commitment less the aggregate Revolving Credit Commitments
of all Defaulting Lenders.


 


“Adjusted Total Term A Loan Commitment”
shall mean at any time the Total Term A Loan Commitment less the Term A Loan Commitments of all Defaulting Lenders.


 


“Adjusted Total Term Loan Commitment”
shall mean at any time the Total Term Loan Commitment less the Term Loan Commitments of all Defaulting Lenders.


 


“Administrative Agent”
shall mean Bank of America, N.A., as the administrative agent for the Lenders under this Agreement and the other Credit Documents,
or any successor administrative agent pursuant to Section 12.9; provided that, with respect to matters relating to
the Original Credit Agreement or periods prior to the Restatement Effective Date, such term shall refer to the Former Agent.


 


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


 


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


 


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


 


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


 


“Agents” shall mean the
Administrative Agent, the Collateral Agent and each Syndication Agent, Documentation Agent and Joint Lead Arranger and Bookrunner.


 


“Agreement” shall mean
this Credit Agreement.


 


“Anti-Corruption Laws”
shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time
to time concerning or relating to bribery, money laundering or corruption, including the United States Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations promulgated thereunder.


 




    	 	-2-	 



     


    

 


“Applicable Margin” shall
mean a percentage per annum equal to:


 


(a)        until
delivery of financial statements and a related Compliance Certificate for the period ending on September 30, 2019 pursuant to Section
9.1, (1) for LIBOR Loans, 1.50%, (2) for ABR Loans, 0.50%, (3) for Letter of Credit Fees, 1.50% per annum and (4) for Commitment
Fees, 0.25% per annum and


 


(b)        thereafter,
the percentages per annum set forth in the table below, based upon the Consolidated First Lien Secured Debt to Consolidated EBITDA
Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 9.1:


 


	Pricing
 Level	 	Consolidated
 First Lien
 Secured Debt to
 Consolidated
 EBITDA Ratio	 	Letter of 
 Credit Fees	 	 	ABR Rate Credit
 Loans	 	 	LIBOR Rate Credit
 Loans	 	 	Commitment Fee Rate	 
	I	 	>3.75:1.00	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%	 	 	0.35	%
	II	 	< 3.75:1.00 
but 
> 2.75:1.00	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%	 	 	0.30	%
	III	 	< 2.75:1.00 
but 
> 1.75:1.00	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%	 	 	0.25	%
	IV	 	< 1.75:1.00 
but 
> 0.75:1.00	 	 	1.25	%	 	 	0.25	%	 	 	1.25	%	 	 	0.20	%
	V	 	< 0.75:1.00	 	 	1.00	%	 	 	0.00	%	 	 	1.00	%	 	 	0.15	%




 


Any increase or decrease in the Applicable
Margin resulting from a change in the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall become effective
as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 9.1(d).


 


Notwithstanding the foregoing, (a) the Applicable
Margin in respect of any Class of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving Credit Loans made
pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension
Amendment, (b) the Applicable Margin in respect of any Class of Incremental Loans, shall be the applicable percentages per annum
set forth in the relevant Joinder Agreement and (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall
be the applicable percentages per annum set forth in the relevant agreement.


 


Notwithstanding anything to the contrary
contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that any Consolidated First
Lien Secured Debt to Consolidated EBITDA Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is
inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable
Margin that is less than that which would have been applicable had such Consolidated First Lien Secured Debt to Consolidated EBITDA
Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within
the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the
accurately determined Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio for such period, and any shortfall in the
interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of such Consolidated
First Lien Secured Debt to Consolidated EBITDA Ratio shall be deemed to be (and shall be) due and payable, at the time the interest
or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default
described in Section 11.5 has not occurred with respect to the Borrower, such shortfall shall be due and payable within
five Business Days following the written demand thereof by the Administrative Agent and no Default shall be deemed to have occurred
as a result of such non-payment until the expiration of such five Business Day period. In addition, at the option of the Required
Lenders, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable
date required under Section 9.1, then the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall be deemed
to be in pricing level I for the purposes of determining the Applicable Margin (but only for so long as such failure continues,
after which such ratio and pricing level shall be determined based on the then existing Consolidated First Lien Secured Debt to
Consolidated EBITDA Ratio


 




    	 	-3-	 



     


    

 


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


 


“Asset Sale” shall mean:


 


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


 


(ii)         the issuance or sale of Equity Interests
of any Restricted Subsidiary (other than preferred stock of Restricted Subsidiaries issued in compliance with Section 10.1),
whether in a single transaction or a series of related transactions, in each case, other than:


 


(a)       any
disposition of Cash Equivalents or Investment Grade Securities or obsolete, worn out or surplus property or property (including
leasehold property interests) that is no longer economically practical in its business or commercially desirable to maintain or
no longer used or useful equipment in the ordinary course of business or any disposition of inventory, immaterial assets, or goods
(or other assets) in the ordinary course of business (including the disposition of optical goods to FirstSight);


 


(b)       the
disposition of all or substantially all of the assets of Holdings or the Borrower in a manner permitted pursuant to Section
10.3;


 


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


 


(d)       any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions
with an aggregate Fair Market Value of less than $10,000,000;


 


(e)       any
disposition of property or assets or issuance of securities by (1) a Restricted Subsidiary to Holdings or (2) by Holdings or a
Restricted Subsidiary to another Restricted Subsidiary;


 


(f)        to
the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding
any boot thereon) for use in a Similar Business;


 


(g)       any
issuance, sale or pledge of Equity Interests in, or Indebtedness, or other securities of, an Unrestricted Subsidiary;


 


(h)       foreclosures,
condemnation, casualty or any similar action on assets (including dispositions in connection therewith);


 




    	 	-4-	 



     


    

 


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


 


(j)       any
financing transaction with respect to property built or acquired by Holdings or any Restricted Subsidiary after the Restatement
Effective Date, including Sale Leasebacks and asset securitizations permitted by this Agreement;


 


(k)      (1)
any surrender or waiver of contractual rights or the settlement, release, or surrender of contractual rights or other litigation
claims, (2) the termination or collapse of cost sharing agreements with Holdings or any Subsidiary and the settlement of any crossing
payments in connection therewith, or (3) the settlement, discount, write off, forgiveness, or cancellation of any Indebtedness
owing by any present or former consultants, directors, officers, or employees of Holdings (or any direct or indirect parent company
of Holdings) or any Subsidiary or any of their successors or assigns;


 


(l)        the
disposition or discount of inventory, accounts receivable, or notes receivable in the ordinary course of business or the conversion
of accounts receivable to notes receivable;


 


(m)      the
licensing or sub-licensing of Intellectual Property or other general intangibles (whether pursuant to franchise agreements or otherwise)
in the ordinary course of business;


 


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


 


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


 


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


 


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


 


(r)       dispositions
of property to the extent that (1) such property is exchanged for credit against the purchase price of similar replacement property
that is promptly purchased or (2) the proceeds of such Asset Sale are promptly applied to the purchase price of such replacement
property (which replacement property is actually promptly purchased);


 


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


 


(t)       dispositions
of non-core assets acquired in connection with any Permitted Acquisition or Investment permitted hereunder;


 


(u)      to
the extent necessary or reasonably considered advisable by the Borrower to comply with requirements of law at such time, dispositions
of (A) any retail location or any eye facility located in California and/or (B) FirstSight or any other Managed Care Subsidiary;


 


(v)      dispositions
pursuant to the Wal-Mart Agreements; and


 




    	 	-5-	 



     


    

 


(w)       any
lease or sublease of real property and related office equipment and personal property to health care professionals (or their Affiliates)
or a Managed Care Subsidiary in the ordinary course of business.


 


“Asset Sale Prepayment Event”
shall mean any Asset Sale subject to the Reinvestment Period allowed in Section 10.4; provided, further, that
with respect to any Asset Sale Prepayment Event, the Borrower shall not be obligated to make any prepayment otherwise required
by Section 5.2 unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sale Prepayment Events, after
giving effect to the reinvestment rights set forth herein, exceeds $10,000,000 (the “Prepayment Trigger”) in
any fiscal year of Holdings, but then from all such Net Cash Proceeds (excluding amounts below the Prepayment Trigger).


 


“Assignment and Acceptance”
shall mean an assignment and acceptance substantially in the form of Exhibit F, or such other form as may be approved by
the Administrative Agent.


 


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


 


“Auto-Extension Letter of Credit”
shall have the meaning provided in Section 3.2(d).


 


“Available Commitment”
shall mean an amount equal to the excess, if any, of (i) the amount of the Total Revolving Credit Commitment over (ii) the sum
of the aggregate principal amount of (a) all Revolving Credit Loans (but not Swingline Loans) then outstanding and (b) the aggregate
Letters of Credit Outstanding at such time.


 


“Average New Store Consolidated
EBITDA” shall mean, with respect to any Test Period, the numeric average of the amount of Consolidated EBITDA of Stores
(excluding New Stores) in their 7th through 10th fiscal quarters after opening of such Stores (e.g., the
sum of each such Store’s Consolidated EBITDA for such four quarter period, divided by the number of applicable Stores).


 


“Bail-In Action” shall
mean 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”
shall mean, 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.


 


“Bankruptcy Code” shall
have the meaning provided in Section 11.5.


 


“Beneficial Ownership Certification”
shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


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


 


“Benefit Plan” shall
mean 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”.


 


“Benefited Lender” shall
have the meaning provided in Section 13.8(a).


 


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


 




    	 	-6-	 



     


    

 


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


 


“Borrowing” shall mean
(i) Loans of the same Class and Type, made, converted, or continued on the same date and, in the case of LIBOR Loans, as to which
a single Interest Period is in effect, or (ii) a Swingline Loan.


 


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


 


“Capital Lease” shall
mean, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in
conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person; provided
that (i) all leases of any Person that are or would be characterized as operating leases in accordance with GAAP immediately prior
to December 31, 2013 (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating
leases (and not as Capital Leases) for purposes of this Agreement regardless of any change in GAAP following the date that would
otherwise require such leases to be recharacterized as Capital Leases and (ii) all leases for Stores shall be accounted for as
operating leases for purposes of this Agreement.


 


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


 


“Capitalized Lease Obligation”
shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a Capital Lease that
would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
prepared in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating
lease obligations in accordance with GAAP immediately prior to December 31, 2013 (whether or not such operating lease obligations
were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations)
for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require such obligations
to be recharacterized as Capitalized Lease Obligations.


 


“Cash Collateralize”
shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Letter of Credit
Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C
Obligations, cash or deposit account balances or, if the Administrative Agent and the Letter of Credit Issuer shall agree in their
sole discretion, other credit support. “Cash Collateral” shall have a meaning correlative to the foregoing and
shall include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents” shall
mean:


 


(i)          Dollars,


 


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


 




    	 	-7-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-8-	 



     


    

 


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


 


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


 


“Cash Management Bank”
shall mean (i) any Person that, at the time it enters into a Cash Management Agreement, is an Agent or a Lender or an Affiliate
of an Agent or a Lender or (ii) with respect to any Cash Management Agreement entered into prior to the Restatement Effective Date,
any Person that is a Lender or an Affiliate of a Lender on the Restatement Effective Date.


 


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


 


“Casualty Event” shall
mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental
Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds or proceeds
of a condemnation award in respect of any equipment, fixed assets, or real property (including any improvements thereon) to replace
or repair such equipment, fixed assets, or real property; provided, further, that with respect to any Casualty Event,
the Borrower shall not be obligated to make any prepayment otherwise required by Section 5.2 unless and until the aggregate
amount of Net Cash Proceeds from all such Casualty Events, after giving effect to the reinvestment rights set forth herein, exceeds
$10,000,000 (the “Casualty Prepayment Trigger”) in any fiscal year of Holdings, but then from all such Net Cash
Proceeds (excluding amounts below the Casualty Prepayment Trigger).


 


“CFC” shall mean a Subsidiary
of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“CFC Holding Company”
shall mean a Domestic Subsidiary of the Borrower substantially all of the assets of which consist of equity or debt of one or more
Foreign Subsidiaries that are CFCs.


 


“Change in Law” shall
mean (i) the adoption of any law, treaty, order, policy, rule, or regulation after the Restatement Effective Date, (ii) any change
in any law, treaty, order, policy, rule, or regulation or in the administration, implementation, interpretation or application
thereof by any Governmental Authority after the Restatement Effective Date or (iii) compliance by any Lender with any guideline,
request, directive, or order issued or made after the Restatement Effective Date by any central bank or other governmental or quasi-governmental
authority (whether or not having the force of law), including, for avoidance of doubt any such adoption, change or compliance in
respect of (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines,
or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines, requirements, or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority), or the United States or foreign regulatory authorities pursuant to Basel III.


 


“Change of Control” shall
mean and be deemed to have occurred if any Person, entity, or “group” (within the meaning of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended), other than the Permitted Holders, shall at any time have acquired direct or
indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of Holdings that exceeds 35%
thereof, unless the Permitted Holders have, at such time, the right or the ability by voting power, contract, or otherwise to elect
or designate for election at least a majority of the board of directors of Holdings.


 




    	 	-9-	 



     


    

 


“Class” (i) when used
in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Credit Loans, Term A Loans, New Term Loans (of each Series), Extended Term Loans (of the same Extension Series), Replacement Term
Loans (of the same Series), Extended Revolving Credit Loans (of the same Extension Series), or Swingline Loans and (ii) when used
in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, an Extended Revolving Credit
Commitment (of the same Extension Series), a Term A Loan Commitment or a New Term Loan Commitment.


 


“Closing Date” shall
mean March 13, 2014.


 


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


 


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


 


“Collateral Agent” shall
mean Bank of America, N.A., as collateral agent under the Security Documents, or any successor collateral agent pursuant to Section
12.9, and any Affiliate or designee of Bank of America, N.A. may act as the Collateral Agent under any Credit Document; provided
that, with respect to matters relating to the Original Credit Agreement or periods prior to the Restatement Effective Date, such
term shall refer to the Former Agent.


 


“Commitment Fee” shall
have the meaning provided in Section 4.1(a).


 


“Commitment Fee Rate”
shall mean the rate per annum for Commitment Fees determined in accordance with the definition of “Applicable Margin”.


 


“Commitments” shall mean,
with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment, Extended Revolving Credit
Commitment, New Revolving Credit Commitment, Term A Loan Commitment or New Term Loan Commitment.


 


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


 


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


 


“Compliance Certificate”
shall mean a certificate of a responsible financial or accounting officer of Holdings or the Borrower delivered pursuant to Section
9.1(d) for the applicable Test Period.


 


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


 


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


 


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


 


(i)           increased (without duplication) by:


 


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


 




    	 	-10-	 



     


    

 


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


 


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


 


(d)       any
expenses, fees, charges, or losses (other than depreciation or amortization expense) related to any Equity Offering, Permitted
Investment, Restricted Payment, acquisition, disposition, recapitalization, or the incurrence of Indebtedness permitted to be incurred
by this Agreement (including a refinancing thereof) (whether or not successful and including any such transaction consummated prior
to the Restatement Effective Date), including (1) such fees, expenses, or charges related to the incurrence of the Loans hereunder
and all Transaction Expenses, (2) such fees, expenses, or charges related to the offering of the Credit Documents and any other
credit facilities, and (3) any amendment or other modification of Loans hereunder, or other Indebtedness, and, in each case, deducted
(and not added back) in computing Consolidated Net Income, plus


 


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


 


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


 


(g)       the
amount of management, monitoring, consulting, and advisory fees (including termination fees) and related indemnities and expenses
paid or accrued in such period to the Initial Investors or any of their respective Affiliates, plus


 


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


 


(i)       the
amount of reasonably identifiable and factually supportable “run-rate” cost savings, operating expense reductions,
and synergies that are projected by the Borrower in good faith to result from actions either taken or expected to be taken within
24 months of the determination to take such action, net of the amount of actual benefits realized prior to or during such period
from such actions (which cost savings, operating expense reductions, and synergies shall be calculated on a Pro Forma Basis as
though such cost savings, operating expense reductions, or synergies had been realized on the first day of such period); provided
that the aggregate increase to Consolidated EBITDA for any period pursuant to this clause (i), clause (q) below, clause (r) below
and the definition of “Pro Forma Adjustment” shall not exceed 25% of Consolidated EBITDA for such period (after giving
effect to any increase in Consolidated EBITDA pursuant to the definition of “Acquired EBITDA”), plus


 




    	 	-11-	 



     


    

 


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


 


(k)       any
costs or expense incurred by Holdings or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or
any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that
such cost or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance
of Equity Interests of Holdings (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from
the calculation set forth in clause (iii) of Section 10.5(a) and have not been relied on for purposes of any incurrence
of Indebtedness pursuant to clause (l)(i) of Section 10.1, plus


 


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


 


(m)       with
respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in
clauses (a) and (c) above relating to such joint venture corresponding to Holdings’ and the Restricted Subsidiaries’
proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted
Subsidiary), plus


 


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


 


(o)       cash
receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any period solely
to the extent that the corresponding non-cash gains relating to such receipts were deducted in the calculation of Consolidated
EBITDA pursuant to paragraph (2) below for any previous period and not added back, plus


 


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


 


(q)       for
any Test Period, the aggregate amount of “run-rate” Consolidated Net Income projected by the Borrower in good faith
to be attributable to New Contracts entered into during such Test Period (or following such Test Period but prior to the date for
the delivery of the financial statements for such Test Period pursuant to Section 9.1(a) or (b)) (which amount shall
be calculated on a Pro Forma Basis as though the full annual amount of such Consolidated Net Income attributable to such New Contracts
had been realized during such Test Period (without duplication of any amounts attributable to such New Contracts already received
in such Test Period)); provided that the aggregate increase to Consolidated EBITDA for any period pursuant to this clause
(q), clause (i) above, clause (r) below and the definition of “Pro Forma Adjustment” shall not exceed 25% of Consolidated
EBITDA for such period (after giving effect to any increase in Consolidated EBITDA pursuant to such provision), plus


 




    	 	-12-	 



     


    

 


(r)       New
Store Consolidated EBITDA Adjustments; provided that the aggregate increase to Consolidated EBITDA for any period pursuant
to this clause (r), clause (i) above, clause (q) above and the definition of “Pro Forma Adjustment” shall not exceed
25% of Consolidated EBITDA for such period (after giving effect to any increase in Consolidated EBITDA pursuant to any such provision),
plus


 


(s)       pre-opening
costs and expenses incurred during the Test Period for Stores or facilities opened during or after the Test Period, plus


 


(t)       charges,
expenses, and other items described in the Lender Presentation,


 


(ii)         decreased by (without duplication):


 


(a)       non-cash
gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains which represent the reversal
of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated EBITDA in any prior period other than
non-cash gains relating to the application of Financial Accounting Standards Codification Topic 840— Leases (formerly
Financial Accounting Standards Board Statement No. 13); provided that, to the extent non cash gains are deducted pursuant
to this clause (ii)(a) for any previous period and not otherwise added back to Consolidated EBITDA, Consolidated EBITDA
shall be increased by the amount of any cash receipts (or any netting arrangements resulting in reduced cash expenses) in respect
of such non cash gains received in subsequent periods to the extent not already included therein, plus


 


(b)       for
any Test Period, the aggregate amount of “run-rate” Consolidated Net Income attributable to Terminated Contracts that
have terminated or expired during such Test Period (or following such Test Period but prior to the date for delivery of the financial
statements for such Test Period pursuant to Section 9.1(a) or (b)) (which amount shall be calculated on a Pro Forma
Basis so as to eliminate the full annual amount of such Consolidated Net Income attributable to such Terminated Contracts during
such Test Period), plus


 


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


 


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


 


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


 


For the avoidance of doubt:


 


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


 




    	 	-13-	 



     


    

 


(ii)          there shall be included in determining
Consolidated EBITDA for any period, without duplication, (1) the Acquired EBITDA of any Person or business, or attributable to
any property or asset acquired by Holdings or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any
related Person or business or any Acquired EBITDA attributable to any assets or property, in each case to the extent not so acquired)
to the extent not subsequently sold, transferred, abandoned, or otherwise disposed by Holdings or such Restricted Subsidiary during
such period (each such Person, business, property, 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 or conversion) and (2) an adjustment in respect of each Acquired Entity or Business equal to the amount of the
Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring
prior to such acquisition); and


 


(iii)          to the extent included in Consolidated
Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property,
business, or asset sold, transferred, abandoned, or otherwise disposed of, closed or classified as discontinued operations by Holdings
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 or conversion); provided that for the avoidance of doubt, notwithstanding any classification
under GAAP of any Person or business in respect of which a definitive agreement for the disposition thereof has been entered into
as discontinued operations, the Disposed EBITDA of such Person or business shall not be excluded pursuant to this paragraph until
such disposition shall have been consummated.


 


“Consolidated First Lien Secured
Debt” shall mean Consolidated Total Debt as of such date consisting of the Obligations and Indebtedness secured by a
Lien on the Collateral on an equal priority basis (but without regard to the control of remedies) with liens on any of the Collateral
securing the Obligations, pursuant to a First Lien Intercreditor Agreement.


 


“Consolidated First Lien Secured
Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated First Lien
Secured Debt as of such date of determination, minus cash and cash equivalents (in each case, free and clear of all Liens
other than Permitted Liens and with “cash and cash equivalents” determined in accordance with GAAP) of Holdings and
the Restricted Subsidiaries (other than the proceeds of any Indebtedness being incurred and giving rise to the need to calculate
the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio) to (ii) Consolidated EBITDA of Holdings for the Test Period
then last ended, in each case with such pro forma adjustments to Consolidated First Lien Secured Debt and Consolidated EBITDA as
are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage
Ratio”.


 


“Consolidated Interest Coverage
Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated EBITDA of Holdings for the Test Period
then last ended to (ii) Consolidated Interest Expense of Holdings for such Test Period, in each case with such pro forma adjustments
to Consolidated EBITDA and Consolidated Interest Expense as are appropriate and consistent with the pro forma adjustment provisions
set forth in the definition of “Fixed Charge Coverage Ratio”.


 


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


 


(i)          consolidated cash interest expense of such
Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing
Consolidated Net Income (including (a) all commissions, discounts, and other fees and charges owed with respect to letters of credit
or bankers acceptances, (b) capitalized interest to the extent paid in cash, and (c) net payments, if any, pursuant to interest
rate Hedging Obligations with respect to Indebtedness, and excluding (1) any one-time cash costs associated with breakage in respect
of hedging agreements for interest rates, (2) all non-recurring cash interest expense consisting of liquidated damages for failure
to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP, (3) any
 “additional interest” owing pursuant to a registration rights agreement, (4) non-cash interest expense attributable
to a parent entity resulting from push-down accounting, but solely to the extent not reducing consolidated cash interest expense
in any prior period, (5) any non-cash expensing of bridge, commitment, and other financing fees that have been previously paid
in cash, but solely to the extent not reducing consolidated cash interest expense in any prior period, and (6) commissions, discounts,
yield, and other fees and charges (including any interest expense) related to any Receivables Facility); less


 




    	 	-14-	 



     


    

 


(ii)         cash interest income for such period.


 


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


 


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


 


(i)          any after-tax effect of extraordinary,
non-recurring, or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the
Transactions), severance, relocation costs, curtailments, or modifications to pension and post-retirement employee benefits plans,
start-up, transition, integration, and other restructuring and business optimization costs, charges, reserves, or expenses (including
related to acquisitions after the Restatement Effective Date and to the start-up, closure, and/or consolidation of facilities),
new product introductions, and one-time compensation charges shall be excluded,


 


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


 


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


 


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


 


(v)         the Net Income for such period of any Person
that is not a Subsidiary, 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 Holdings shall be increased by the amount of dividends or distributions
or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the referent Person
or a Restricted Subsidiary thereof in respect of such period,


 


(vi)        solely for the purpose of determining
the amount available for Restricted Payments under clause (iii)(A) of Section 10.5 the Net Income for such period
of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends
or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without
any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted
Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions (a) has
been legally waived, or otherwise released, (b) is imposed pursuant to this Agreement and other Credit Documents, Incremental Loans,
or Permitted Other Indebtedness, or (c) arises pursuant to an agreement or instrument if the encumbrances and restrictions contained
in any such agreement or instrument taken as a whole are not materially less favorable to the Secured Parties than the encumbrances
and restrictions contained in the Credit Documents (as determined by the Borrower in good faith); provided that Consolidated
Net Income of the referent Person will be increased by the amount of dividends or other distributions or other payments actually
paid in cash (or to the extent converted into cash) or Cash Equivalents to such Person or a Restricted Subsidiary in respect of
such period, to the extent not already included therein,


 




    	 	-15-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(xii)       accruals and reserves (including contingent
liabilities) that were established or adjusted within twelve months after the Closing Date that were so required to be established
as a result of the Original Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting
policies, shall be excluded,


 


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


 




    	 	-16-	 



     


    

 


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


 


(xv)       any costs or expenses incurred during
such period relating to environmental remediation, litigation, or other disputes in respect of events and exposures that occurred
prior to the Closing Date shall be excluded, and


 


(xvii)     any net increase or decrease in deferred
revenue from the sale of Eye Care Club memberships, product warranty programs and other programs providing deferred revenue shall
be excluded.


 


“Consolidated Total Assets”
shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption
 “total assets” (or any like caption) on the most recent consolidated balance sheet of Holdings and the Restricted Subsidiaries
at such date.


 


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


 


“Consolidated Total Debt to Consolidated
EBITDA Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total Debt as of such date of
determination, minus cash and cash equivalents (in each case, free and clear of all Liens other than Permitted Liens and
with “cash and cash equivalents” determined in accordance with GAAP) of Holdings and the Restricted Subsidiaries (other
than the proceeds of any Indebtedness being incurred and giving rise to the need to calculate the Consolidated Total Debt to Consolidated
EBITDA Ratio) to (ii) Consolidated EBITDA of Holdings for the Test Period then last ended, in each case with such pro forma adjustments
to Consolidated Total Debt and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set
forth in the definition of “Fixed Charge Coverage Ratio”.


 


“Contingent Obligations”
shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends, or other obligations
that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance
or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property,
securities, or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation against loss in respect thereof.


 


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


 


“Converted Restricted Subsidiary”
shall have the meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Converted Unrestricted Subsidiary”
shall have the meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Counterparty” shall
mean a Person other than a retail customer.


 


“Credit Documents” shall
mean this Agreement, the Restatement Agreement, each Joinder Agreement, the Guarantees, the Security Documents, and any promissory
notes issued by the Borrower pursuant hereto.


 




    	 	-17-	 



     


    

 


“Credit Event” shall
mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.


 


“Credit Facilities” shall
mean, collectively, each category of Commitments and each extension of credit hereunder.


 


“Credit Facility” shall
mean a category of Commitments and extensions of credit thereunder.


 


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


 


“Cure Amount” shall have
the meaning provided in Section 11.14.


 


“Cure Right” shall have
the meaning provided in Section 11.14.


 


“Debt Incurrence Prepayment Event”
shall mean any issuance or incurrence by Holdings or any of the Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness
permitted to be issued or incurred under Section 10.1 other than Section 10.1(w)(i)).


 


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


 


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


 


“Default Rate” shall
have the meaning provided in Section 2.8(c).


 


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


 


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


 


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


 


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


 


“Designated Non-Cash Consideration”
shall mean the Fair Market Value of non-cash consideration received by Holdings or a Restricted Subsidiary in connection with an
Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of Holdings
or the Borrower, setting forth the basis of such valuation, executed by either a senior vice president or the principal financial
officer of Holdings or the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale
of or collection on or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration
will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or
otherwise disposed of in compliance with Section 10.4.


 


“Designated Preferred Stock”
shall mean preferred stock of Holdings or any direct or indirect parent company of Holdings (in each case other than Disqualified
Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established
by Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an officer’s certificate
executed by the principal financial officer of Holdings or the parent company thereof, as the case may be, on the issuance date
thereof, the cash proceeds of which are excluded from the calculation set forth in clause (iii) of Section 10.5(a).


 




    	 	-18-	 



     


    

 


“Disposed EBITDA” shall
mean, 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 or Converted Unrestricted Subsidiary (determined as if references
to Holdings and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” were references to such Sold
Entity or Business or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as determined on a consolidated basis
for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be.


 


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


 


“Disqualified Lenders”
shall mean such Persons (i) that have been specified in writing to the Administrative Agent and the Joint Lead Arrangers and Bookrunners
prior to the commencement of “primary syndication” as being Disqualified Lenders, (ii) who are competitors of Holdings
and its Subsidiaries that are separately identified in writing by the Borrower to the Administrative Agent from time to time, and
(iii) in the case of each of clauses (i) and (ii), any of their Affiliates (other than any such Affiliate that is
affiliated with a financial investor in such Person and that is not itself an operating company or otherwise an Affiliate of an
operating company so long as such Affiliate is a bona fide Fund) that are either (a) identified in writing by the Borrower to the
Administrative Agent from time to time or (b) clearly identifiable on the basis of such Affiliate’s name. The Administrative
Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified
Lenders provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on
the Platform, including that portion of the Platform that is designated for “public side” Lenders or (B) provide the
DQ List to each Lender requesting the same, it being understood that the DQ List may be disclosed to any assignee or Participant
or prospective assignee or Participant, subject to Section 13.16.


 


“Disqualified Stock”
shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely for Qualified Stock), other than as a result of a change of control, asset sale, or similar event,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for
Qualified Stock), other than as a result of a change of control, asset sale, or similar event, in whole or in part, in each case,
prior to the date that is 91 days after the Latest Term Loan Maturity Date hereunder; provided that if such Capital Stock
is issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such
Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries
in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death,
or disability.


 


“Documentation Agents”
shall mean Fifth Third Bank and SunTrust Bank, as documentation agents for the Lenders under this Agreement and the other Credit
Documents.


 


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


 


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


 


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


 


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


 




    	 	-19-	 



     


    

 


“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.


 


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


 


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


 


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


 


“Equity Offering” shall
mean any public or private sale of common stock or preferred stock of Holdings or any direct or indirect parent company of Holdings
(excluding Disqualified Stock), other than: (i) public offerings with respect to the Borrower or any of its direct or indirect
parent company’s (including Holdings’) common stock registered on Form S-8, (ii) issuances to any Subsidiary of Holdings,
(iii) any such public or private sale that constitutes an Excluded Contribution, and (iv) any Cure Amount.


 


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


 


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


 


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


 




    	 	-20-	 



     


    

 


“Event of Default” shall
have the meaning provided in Section 11.


 


“Excluded Contribution”
shall mean net cash proceeds, the Fair Market Value of marketable securities, or the Fair Market Value of Qualified Proceeds received
by Holdings from (i) contributions to its common equity capital, and (ii) the sale (other than to a Subsidiary of Holdings or to
any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Holdings) of Capital
Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings, in each case designated as Excluded Contributions
pursuant to an officer’s certificate executed by either a senior vice president or the principal financial officer of the
Borrower on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which
are excluded from the calculation set forth in clause (iii) of Section 10.5(a); provided that (i) any non-cash
assets shall qualify only if acquired by a parent of Holdings in an arm’s-length transaction within the six months prior
to such contribution and (ii) no Cure Amount shall constitute an Excluded Contribution.


 


“Excluded Property” shall
have the meaning set forth in the Security Agreement.


 


“Excluded Stock and Stock Equivalents”
shall mean (i) any Capital Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Administrative Agent
and the Borrower (as agreed to in writing), the cost or other consequences of pledging such Capital Stock or Stock Equivalents
in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders
therefrom, (ii) solely in the case of any pledge of Capital Stock and Stock Equivalents of any Foreign Subsidiary or any CFC Holding
Company, any Voting Stock or Stock Equivalents of any such Foreign Subsidiary or such CFC Holding Company in excess of 66% of the
total voting power of all outstanding Voting Stock or Stock Equivalents of such Foreign Subsidiary or CFC Holding Company, (iii) any
Capital Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law (including
any legally effective requirement to obtain the consent of any Governmental Authority unless such consent has been obtained), (iv) in
the case of (A) any Capital Stock or Stock Equivalents of any Subsidiary to the extent such Capital Stock or Stock Equivalents
are subject to a Lien permitted by clause (ix) of the definition of “Permitted Lien” or (B) any Capital Stock
or Stock Equivalents of any Subsidiary that is not Wholly-Owned by Holdings and its Subsidiaries at the time such Subsidiary becomes
a Subsidiary, any Capital Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the
extent (I) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than
customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law and other than
proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law
notwithstanding such prohibition or restriction), (II) any Contractual Requirement prohibits such a pledge without the consent
of any other party; provided that this clause (II) shall not apply if (x) such other party is a Credit Party or Wholly-Owned
Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed
to obligate Holdings or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement
or renewal thereof is in effect, or (III) a pledge thereof to secure the Obligations would give any other party (other than a Credit
Party or Wholly-Owned Subsidiary) to any contract, agreement, instrument, or indenture governing such Capital Stock or Stock Equivalents
the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the
Uniform Commercial Code or other applicable law and other than proceeds thereof the assignment of which is expressly deemed effective
under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction), (v) any Capital
Stock or Stock Equivalents of any Subsidiary to the extent that the pledge of such Capital Stock or Stock Equivalents would result
in materially adverse tax consequences to Holdings or any Subsidiary as reasonably determined by the Borrower in consultation with
the Administrative Agent, (vi) any Capital Stock or Stock Equivalents that are margin stock, and (vii) any Capital Stock and Stock
Equivalents of any Subsidiary that is not a Material Subsidiary or is an Unrestricted Subsidiary, a captive insurance Subsidiary,
an SPV, any special purpose entity or a Managed Care Subsidiary.


 




    	 	-21-	 



     


    

 


“Excluded Subsidiary”
shall mean (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on a consolidated basis with its Restricted
Subsidiaries) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such
Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as
such Subsidiary remains a non Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any Domestic Subsidiary
that is a Subsidiary of a Foreign Subsidiary that is a CFC, (v) any Foreign Subsidiary, (vi) each Subsidiary that is prohibited
by any applicable Contractual Requirement or Requirement of Law from guaranteeing or granting Liens to secure the Obligations at
the time such Subsidiary becomes a Restricted Subsidiary (and for so long as such restriction or any replacement or renewal thereof
is in effect), (vii) each Subsidiary with respect to which, as reasonably determined by Holdings, the consequence of providing
a Guarantee of the Obligations would adversely affect the ability of Holdings and its Subsidiaries to satisfy applicable Requirements
of Law, (viii) any other Subsidiary with respect to which, (a) in the reasonable judgment of the Administrative Agent and Borrower,
as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of
the benefits to be obtained by the Lenders therefrom or (b) providing such a Guarantee would result in material adverse tax consequences
as reasonably determined by the Borrower in consultation with the Administrative Agent, (ix) each Unrestricted Subsidiary,
(x) any Receivables Subsidiary, (xi) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted
hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted
Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for
so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from
guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment
permitted hereunder, (xii) each SPV or not-for-profit Subsidiary and (xiii) any Managed Care Subsidiary.


 


“Excluded Swap Obligation”
shall mean, with respect to any Credit Party, (a) any Swap Obligation if, and to the extent that, all or a portion of the Obligations
of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any Obligations
thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation, or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) or (b) any other Swap Obligation designated
as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Credit Parties
and Hedge Bank applicable to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one
swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Obligation
or security interest is or becomes illegal or unlawful.


 


“Excluded Taxes” shall
mean, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of
any obligation of any Credit Party hereunder or under any other Credit Document, (i) Taxes imposed on or measured by its overall
net income, net profits, or branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding
in respect thereof under Section 3406 of the Code or any similar provision of state, local, or foreign law), and franchise (and
similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdiction (including any political subdivision
thereof) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender, having
its applicable lending office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction
(other than any such connection arising solely from this Agreement or any other Credit Documents or any transactions contemplated
thereunder), (ii) any United States federal withholding Tax imposed on any payment by or on account of any obligation of any Credit
Party hereunder or under any other Credit Document that is required to be imposed on amounts payable to or for the account of a
Lender pursuant to laws in force at the time such Lender acquires an interest in any Credit Document (or designates a new lending
office), other than in the case of a Lender that is an assignee pursuant to a request by the Borrower under Section 13.7
(or that designates a new lending office pursuant to a request by the Borrower), except to the extent that such Lender (or its
assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional
amounts from the Credit Parties with respect to such withholding Tax pursuant to Section 5.4, (iii) any withholding Taxes
attributable to a recipient’s failure to comply with Section 5.4(e), or (iv) any withholding Tax imposed under FATCA.


 




    	 	-22-	 



     


    

 


“Existing Class” shall
mean any Existing Term Loan Class and any Existing Revolving Credit Class.


 


“Existing Letters of Credit”
shall mean those certain letters of credit listed on Schedule 1.1(c).


 


“Existing Revolving Credit Class”
shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing Revolving Credit Commitment”
shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing Revolving Credit Loans”
shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing Term Loan Class”
shall have the meaning provided in Section 2.14(g)(i).


 


“Expiring Credit Commitment”
shall have the meaning provided in Section 2.1(e).


 


“Extended Repayment Date”
shall have the meaning provided in Section 2.5(c).


 


“Extended Revolving Credit Commitments”
shall have the meaning provided in Section 2.14(g)(ii).


 


“Extended Revolving Credit Loans”
shall have the meaning provided in Section 2.14(g)(ii).


 


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


 


“Extended Term Loans”
shall have the meaning provided in Section 2.14(g)(i).


 


“Extending Lender” shall
have the meaning provided in Section 2.14(g)(iii).


 


“Extension Amendment”
shall have the meaning provided in Section 2.14(g)(iv).


 


“Extension Date” shall
have the meaning provided in Section 2.14(g)(v).


 


“Extension Election”
shall have the meaning provided in Section 2.14(g)(iii).


 


“Extension Request” shall
mean a Term Loan Extension Request.


 


“Extension Series” shall
mean all Extended Term Loans and Extended Revolving Credit Commitments that are established pursuant to the same Extension Amendment
(or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans or
Extended Revolving Credit Commitments, as applicable, provided for therein are intended to be a part of any previously established
Extension Series) and that provide for the same interest margins, extension fees, and amortization schedule.


 


“Eye Care Club” shall
mean the multi-year programs offered from locations operated by Holdings or its Subsidiaries pursuant to which a purchaser/customer
obtains the right to obtain multiple eye examinations and discounts on eyewear during the program period.


 


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


 




    	 	-23-	 



     


    

 


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


 


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


 


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


 


“First Lien Intercreditor Agreement”
shall mean an Intercreditor Agreement substantially in the form of Exhibit H (with such changes to such form as may
be reasonably acceptable to the Administrative Agent and the Borrower) among the Administrative Agent, the Collateral Agent, and
the representatives for purposes thereof for holders of one or more classes of First Lien Obligations (other than the Obligations).


 


“First Lien Obligations”
shall mean the Obligations and the Permitted Other Indebtedness Obligations that are secured by the Collateral on an equal priority
basis (but without regard to the control of remedies) with liens on the Collateral securing the Obligations.


 


“First Lien Secured Leverage Test”
shall mean, as of any date of determination, with respect to the last day of the most recently ended Test Period, the Consolidated
First Lien Secured Debt to Consolidated EBITDA Ratio shall be no greater than 3.25 to 1.00.


 


“FirstSight” shall mean
FirstSight Vision Services, Inc., a California corporation.


 


“Fixed Charge Coverage Ratio”
shall mean, as of any date of determination, the ratio of (i) Consolidated EBITDA for the Test Period then last ended to (ii) the
Fixed Charges for such Test Period. In the event that Holdings or any Restricted Subsidiary incurs, assumes, guarantees, redeems,
retires, or extinguishes any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement
of the Test Period but prior to or simultaneously with the date of determination, then the Fixed Charge Coverage Ratio shall be
calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, redemption, retirement, or extinguishment of Indebtedness,
or such issuance or redemption of Disqualified Stock or preferred stock (in each case, including a pro forma application of the
net proceeds therefrom), as if the same had occurred at the beginning of the Test Period; provided, however, that
Pro Forma Effect shall not give effect to any Indebtedness incurred on the date of such determination (except pursuant to the first
paragraph of Section 10.1 and Section 10.1(n)).


 


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


 


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


 


(ii)         all cash dividend payments (excluding
items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) or any Refunding
Capital Stock of such Person made during such period, and


 


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


 




    	 	-24-	 



     


    

 


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


 


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


 


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


 


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


 


“Former Agent” shall
have the meaning provided in the recitals to this Agreement.


 


“Fronting Exposure” shall
mean, at any time there is a Defaulting Lender, (i) with respect to a Letter of Credit Issuer, such Defaulting Lender’s Revolving
Credit Commitment Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and
(ii) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swingline Loans
other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders
in accordance with the terms hereof.


 


“Fronting Fee” shall
have the meaning provided in Section 4.1(d).


 


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


 


“Funded Debt” shall mean
all Indebtedness of Holdings and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of
its creation or matures within one year from such date that is renewable or extendable, at the option of Holdings or any Restricted
Subsidiary, to a date more than one year from the date of its creation or arises under a revolving credit or similar agreement
that obligates the lender or lenders to extend credit during a period of more than one year from such date (including all amounts
of such Funded Debt required to be paid or prepaid within one year from the date of its creation), and, in the case of the Credit
Parties, Indebtedness in respect of the Loans.


 


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


 




    	 	-25-	 



     


    

 


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


 


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


 


“Guarantee” shall mean
(i) the Guarantee made by Holdings and each other Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties,
dated as of the Closing Date, and (ii) any other guarantee of the Obligations made by a Restricted Subsidiary in form and substance
reasonably acceptable to the Administrative Agent.


 


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


 


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


 


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


 


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


 




    	 	-26-	 



     


    

 


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


 


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


 


“Historical Financial Statements”
shall mean (i) the audited consolidated balance sheets of Holdings and its Subsidiaries as at December 31, 2017 and December 31,
2018, and the related audited consolidated statements of income and cash flow of Holdings and its Subsidiaries for the years ended
December 31, 2017 and December 31, 2018 and (ii) the unaudited interim consolidated balance sheets of Holdings and its Subsidiaries
for the fiscal quarters ending September 30, 2018, December 31, 2018 and March 31, 2019 and the related unaudited consolidated
statements of income and cash flow of Holdings and its Subsidiaries for fiscal quarters ending September 30, 2018, December 31,
2018 and March 31, 2019.


 


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


 


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


 


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


 


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


 


“Incremental Loans” shall
have the meaning provided in Section 2.14(c).


 


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


 




    	 	-27-	 



     


    

 


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


 


For all purposes hereof, the Indebtedness
of Holdings, the Borrower and the other Restricted Subsidiaries, shall exclude all intercompany Indebtedness having a term not
exceeding 365 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with
past practice.


 


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


 


“Indemnified Person”
shall have the meaning provided in Section 13.5.


 


“Indemnified Taxes” shall
mean all Taxes imposed on or with respect to any payment by or on account of any obligation of any Credit Party hereunder or under
any other Credit Document, other than Excluded Taxes or Other Taxes.


 


“Initial Investors” shall
mean Kohlberg Kravis Roberts & Co. L.P., KKR North America Fund XI L.P., KKR North America Fund XI ESC L.P., KKR North America
Fund XI SBS L.P., KKR Partners III, L.P. KKR CIS Global Investor L.P., CPS Managers Fund L.P., KKR Principal Opportunities Partnership
(Domestic) L.P., KKR Principal Opportunities Partnership (Domestic) L.P., Berkshire Fund VI, Limited Partnership, Berkshire Investors 
LLC and Berkshire Investors III LLC, and each of their respective Affiliates and successors.


 


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


 


“Intellectual Property”
shall mean U.S. and foreign intellectual property, including all (i) (a) patents, inventions, processes, developments, technology,
and know-how; (b) copyrights and works of authorship in any media, including graphics, advertising materials, labels, package designs,
and photographs; (c) trademarks, service marks, trade names, brand names, corporate names, domain names, logos, trade dress, and
other source indicators, and the goodwill of any business symbolized thereby; and (d) trade secrets, confidential, proprietary,
or non-public information and (ii) all registrations, issuances, applications, renewals, extensions, substitutions, continuations,
continuations-in-part, divisions, re-issues, re-examinations, foreign counterparts, or similar legal protections related to the
foregoing.


 




    	 	-28-	 



     


    

 


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


 


“Investment” shall mean,
with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances, or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission,
travel, and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests, or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Holdings in the same manner as the
other investments included in this definition to the extent such transactions involve the transfer of cash or other property; provided
that Investments shall not include, in the case of Holdings, the Borrower, and the other Restricted Subsidiaries, intercompany
loans, advances, or Indebtedness either (i) having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms)
and made in the ordinary course of business or (ii) arising from cash management, tax and/or accounting operations.


 


For purposes of the definition of “Unrestricted
Subsidiary” and Section 10.5,


 


(i)          Investments shall include the portion (proportionate
to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of Holdings at
the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary
as a Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in
an amount (if positive) equal to (a) Holdings’ Investment in such Subsidiary at the time of such redesignation less
(b) the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets
of such Subsidiary at the time of such redesignation; and


 


(ii)         any property transferred to or from an
Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.


 


The amount of any Investment outstanding
at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital,
repayment, or other amount received by Holdings or a Restricted Subsidiary in respect of such Investment (provided that,
with respect to amounts received other than in the form of Cash Equivalents, such amount shall be equal to the Fair Market Value
of such consideration).


 


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


 


“Investment Grade Securities”
shall mean:


 


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


 


(ii)         debt securities or debt instruments with
an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings and
its Subsidiaries,


 


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


 


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


 




    	 	-29-	 



     


    

 


“ISP” shall mean, 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).


 


“Issuer Documents” shall
mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement, and instrument entered
into by the Letter of Credit Issuer and the Borrower (or any other Restricted Subsidiary or Holdings) or in favor of the Letter
of Credit Issuer and relating to such Letter of Credit.


 


“Joinder Agreement” shall
mean an agreement substantially in the form of Exhibit A.


 


“Joint Lead Arrangers and Bookrunners”
shall mean BofA Securities, Inc., KKR Capital Markets LLC, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC and, for purposes
of the protections and indemnification provisions hereof, the “Joint Lead Arrangers and Bookrunners” (as defined in
the Original Credit Agreement).


 


“Junior Debt” shall mean
any Indebtedness (other than any permitted intercompany indebtedness owing to the Borrower or any Restricted Subsidiary) in respect
of Subordinated Indebtedness.


 


“KKR” shall mean each
of Kohlberg Kravis Roberts & Co. L.P. and KKR North America Fund XI L.P.


 


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


 


“L/C Borrowing” shall
mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Borrowing.


 


“L/C Facility Maturity Date”
shall mean the date that is three Business Days prior to the Revolving Credit Maturity Date; provided that the L/C Facility
Maturity Date may be extended beyond such date with the consent of the Letter of Credit Issuer.


 


“L/C Obligations” shall
mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unpaid Drawings, including all L/C Borrowings. 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 International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount
so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the stated amount of such Letter of Credit in effect at such time.


 


“L/C Participant” shall
have the meaning provided in Section 3.3(a).


 


“L/C Participation” shall
have the meaning provided in Section 3.3(a).


 


“LCT Election” shall
have the meaning provided in Section 1.12(b).


 


“LCT Test Date” shall
have the meaning provided in Section 1.12(b).


 


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


 


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


 




    	 	-30-	 



     


    

 


“Lender Presentation”
shall mean the Lender Presentation of Holdings dated June 6, 2019.


 


“Lender-Related Distress Event”
shall mean, with respect to any Lender or any other Person that directly or indirectly controls such Lender (each, a “Distressed
Person”), a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian,
conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s
assets, or such Distressed Person, or any Person that directly or indirectly controls such Distressed Person or is subject to a
forced liquidation or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated
as, or determined by any governmental authority having regulatory authority over such Distressed Person to be, insolvent or bankrupt;
provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or
acquisition of any equity interests in any Lender or any Person that directly or indirectly controls such Lender by a governmental
authority or an instrumentality thereof so long as such equity interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such governmental authority or instrumentality thereof) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender.


 


“Letter of Credit” shall
mean each letter of credit issued pursuant to Section 3.1(a) and includes the Existing Letters of Credit.


 


“Letter of Credit Commitment”
shall mean $20,000,000 (provided the Letter of Credit Commitment of (i) Bank of America, N.A. shall not exceed $6,666,666.67,
(ii) JPMorgan Chase Bank, N.A. shall not exceed $6,666,666.67 and (iii) Wells Fargo Bank, N.A. shall not exceed $6,666,666.66,
in each case unless otherwise agreed to by such Letter of Credit Issuer in its sole discretion), as the same may be reduced from
time to time pursuant to Section3.1.


 


“Letter of Credit Expiration Date”
shall mean the day that is three Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility.


 


“Letter of Credit Exposure”
shall mean, with respect to any Lender, at any time, the sum of (i) the amount of the principal amount of any Unpaid Drawings in
respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section
3.4(a) at such time and (ii) such Lender’s Revolving Credit Commitment Percentage of the Letters of Credit Outstanding
at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required
to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).


 


“Letter of Credit Fee”
shall have the meaning provided in Section 4.1(b).


 


“Letter of Credit Issuer “
shall mean (i) in the case of standby Letters of Credit only, (a) as applicable, each of Bank of America, N.A., JPMorgan Chase
Bank, N.A. and Wells Fargo Bank, N.A. and (b) any of their respective Affiliates or branches, (ii) any replacement, additional
issuer, or successor pursuant to Section 3.6 and (iii) solely with respect to the Existing Letter of Credit issued by it and outstanding
on the Restatement Effective Date, Goldman Sachs Bank USA. In the event that there is more than one Letter of Credit Issuer at
any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter
of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires.


 




    	 	-31-	 



     


    

 


“Letter of Credit Request”
shall mean a notice executed and delivered by the Borrower pursuant to Section 3.2, and substantially in the form of Exhibit
L or another form which is acceptable to the Letter of Credit Issuer in its reasonable discretion.


 


“Letters of Credit Outstanding”
shall mean, at any time the sum of, without duplication, (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the aggregate amount of the principal amount of all Unpaid Drawings.


 


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


 


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


 


“LIBOR Rate” shall mean,


 


(i)          for any Interest Period with respect to
a LIBOR Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or
any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest
Period) (“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, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period, and


 


(ii)         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 Dollar deposits with a term of one month commencing that day;


 


; provided that if the LIBOR Rate as determined below
for any period would be less than zero, the LIBOR Rate for such period shall instead be zero.


 


“LIBOR Screen Rate” means
the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time).


 


“LIBOR Successor Rate”
shall have the meaning provided in Section 2.10(d).


 


“LIBOR Successor Rate Conforming
Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of ABR, Interest
Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate,
in the discretion of the Administrative Agent and in consultation with the Borrower, to reflect the adoption of such LIBOR 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 LIBOR Successor Rate exists, in such other manner of administration as
the Administrative Agent determines in consultation with the Borrower).


 


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


 




    	 	-32-	 



     


    

 


“Limited Condition Transaction”
shall mean (a) the consummation of any acquisition (including by way of merger), Investment, Disposition, Restricted Payment requiring
declaration (as determined by Borrower) by one or more of Holdings, the Borrower and the Restricted Subsidiaries and whose consummation
is not conditioned on the availability of, or on obtaining, third party financing and/or (b) any prepayment, repurchase or redemption
of Indebtedness requiring irrevocable notice in advance of such prepayment, repurchase or redemption.


 


“Loan” shall mean any
Revolving Loan, Swingline Loan, Term Loan, Extended Term Loan, New Term Loan, or any other loan made by any Lender pursuant to
this Agreement.


 


“Managed Care Subsidiary”
shall mean FirstSight and any other Subsidiary of the Borrower (i) whose financial condition or activities are regulated under
laws of any state in connection with the provision of health or vision care products or services (or related administrative services)
and (ii) a pledge of the Capital Stock of whom, or whose guaranty of the Obligations or granting of a lien on its assets to secure
the Obligations would violate any applicable law or regulation or require a consent of a Governmental Authority which has not been
obtained.


 


“Mandatory Borrowing”
shall have the meaning provided in Section 2.1(d).


 


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


 


“Material Adverse Effect”
shall mean a circumstance or condition affecting the business, assets, operations, properties, or financial condition of Holdings
and its Subsidiaries, taken as a whole, that would, individually or in the aggregate, materially adversely affect (i) the ability
of Holdings and the other Credit Parties, taken as a whole, to perform their payment obligations under this Agreement or any of
the other Credit Documents or (ii) the rights and remedies of the Administrative Agent and the Lenders under the Credit Documents.


 


“Material Acquisition”
shall mean any Permitted Acquisition or Investment, or the last to occur of a group of no greater than three Permitted Acquisitions
and/or Investments (whether or not related to each other) consummated within a period of one year, if the aggregate amount of consideration
paid in respect of, and liabilities incurred or assumed to finance, such Permitted Acquisition and/or Investment (or, if applicable,
such group of Permitted Acquisitions and/or Investments) is in the aggregate at least $50,000,000 and the Borrower has designated
such Permitted Acquisitions and/or Investments as a “Material Acquisition”.


 


“Material Subsidiary”
shall mean, at any date of determination, each Restricted Subsidiary (i) whose total assets at the last day of the Test Period
ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater
than 5.0% of the Consolidated Total Assets of Holdings and the Restricted Subsidiaries at such date or (ii) whose revenues
during such Test Period were equal to or greater than 5.0% of the consolidated revenues of Holdings and the Restricted Subsidiaries
for such period, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after
the Restatement Effective Date, Restricted Subsidiaries that are not Material Subsidiaries (other than Subsidiaries that are Excluded
Subsidiaries by virtue of any of clauses (ii) through (xii) of the definition of “Excluded Subsidiary”) have, in the
aggregate, (a) total assets at the last day of such Test Period equal to or greater than 7.5% of the Consolidated Total Assets
of Holdings and the Restricted Subsidiaries at such date or (b) revenues during such Test Period equal to or greater than 7.5%
of the consolidated revenues of Holdings and the Restricted Subsidiaries for such period, in each case determined in accordance
with GAAP, then Holdings shall, on the date on which financial statements for such quarter are delivered pursuant to this Agreement,
designate in writing to the Administrative Agent one or more of such Restricted Subsidiaries as Material Subsidiaries for each
fiscal period until this proviso is no longer applicable.


 


“Maturity Date” shall
mean the Term A Loan Maturity Date, the New Term Loan Maturity Date, the Revolving Credit Maturity Date, the maturity date of an
Extended Term Loan or the maturity date of an Extended Revolving Credit Loan, as applicable.


 




    	 	-33-	 



     


    

 


“Maximum Incremental Facilities
Amount” shall mean, at any date of determination, (i) the amount such that, after giving effect to the incurrence of
such amount Holdings would be in compliance on a Pro Forma Basis (including any adjustments required by such definition as a result
of a contemplated Permitted Acquisition and, only in the case of a simultaneous incurrence of the maximum amount permitted to be
incurred under this clause (i) on the date of such incurrence together with an incurrence in reliance on clause (ii) below on such
date, without giving pro forma effect to such simultaneous incurrence in reliance on clause (ii) below or under the Revolving Credit
Facility) with the First Lien Secured Leverage Test (assuming that all outstanding Indebtedness incurred pursuant to Section
10.1(x) prior to or on such date of determination would be included in the definition of “Consolidated First Lien Secured
Debt”, whether or not such Indebtedness would otherwise be so included and assuming the New Revolving Credit Commitments
established at such time are fully drawn), plus (ii) $100,000,000.


 


“Minimum Borrowing Amount”
shall mean (i) with respect to a Borrowing of LIBOR Loans, $1,000,000 (or, if less, the entire remaining applicable Commitments
at the time of such Borrowing) and (ii) with respect to a Borrowing of ABR Loans, $1,000,000 (or, if less, the entire remaining
applicable Commitments at the time of such Borrowing).


 


“Minimum Collateral Amount”
shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or Cash Equivalents or deposit account balances
provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 101% of the Fronting
Exposure of the Letter of Credit Issuer with respect to Letters of Credit issued and outstanding at such time and (ii) with respect
to Cash Collateral consisting of cash or Cash Equivalents or deposit account balances provided in accordance with the provisions
of Section 3.8(a)(i), (a)(ii), or (a)(iii), an amount equal to 101% of the outstanding amount of all L/C Obligations.


 


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


 


“Mortgage” shall mean
a mortgage, deed of trust, deed to secure debt, trust deed, or other security document entered into by the owner of a Mortgaged
Property and the Collateral Agent for the benefit of the Secured Parties in respect of that Mortgaged Property to secure the Obligations,
in form and substance reasonably acceptable to the Collateral Agent and the Borrower, together with such terms and provisions as
may be required by local laws.


 


“Mortgaged Property”
shall mean, initially, each parcel of real estate and the improvements thereto owned in fee by a Credit Party and identified on
Schedule 1.1(a), and each other parcel of real property and improvements thereto with respect to which a Mortgage is granted
pursuant to Section 9.14.


 


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


 


“Net Cash Proceeds” shall
mean, with respect to any Prepayment Event and any incurrence of Permitted Other Indebtedness, (i) the gross cash proceeds (including
payments from time to time in respect of installment obligations, if applicable, but only as and when received) received by or
on behalf of Holdings or any of the Restricted Subsidiaries in respect of such Prepayment Event or incurrence of Permitted Other
Indebtedness, as the case may be, less (ii) the sum of:


 


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


 


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


 




    	 	-34-	 



     


    

 


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


 


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


 


(e)       in
the case of any Asset Sale Prepayment Event, Casualty Event, or Permitted Sale Leaseback by a non-Wholly-Owned Restricted Subsidiary,
the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (e)) attributable to minority
interests and not available for distribution to or for the account of Holdings or a Wholly-Owned Restricted Subsidiary as a result
thereof,


 


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


 


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


 


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


 


“Net Income” shall mean,
with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends.


 


“New Contracts” shall
mean binding contracts or purchase orders (i) entered with new Counterparties or (ii) for new business with existing Counterparties,
in each case, under which Holdings and/or its Subsidiaries have begun to provide goods or services, which are expected to increase
the Consolidated Net Income of Holdings.


 


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


 




    	 	-35-	 



     


    

 


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


 


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


 


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


 


“New Store Consolidated EBITDA
Adjustment” shall mean, for any applicable Test Period, the excess (not to be less than zero) of (i) aggregate amount
derived from the product of (a) the aggregate number of New Stores and (b) Average New Store Consolidated EBITDA during the previous
Test Period over (ii) the actual Consolidated EBITDA generated by New Stores during the Test Period.


 


“New Stores” shall mean,
with respect to any Test Period, the number of Stores opened within the last 24 months, measured from and including the last month
in such Test Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Consenting Lender”
shall have the meaning provided in Section 13.7(b).


 


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


 


“Non-Expiring Credit Commitment”
shall have the meaning provided in Section 2.1(e).


 


“Non-Extension Notice Date”
shall have the meaning provided in Section 3.2(d).


 


“Non-U.S. Lender” shall
mean any Lender that is not a “United States person” as defined by Section 7701(a)(30) of the Code.


 


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


 


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


 


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


 




    	 	-36-	 



     


    

 


“OFAC” shall have the
meaning provided in Section 8.11.


 


“Original Revolving Credit Commitments”
shall mean all Revolving Credit Commitments, Existing Revolving Credit Commitments, and Extended Revolving Credit Commitments,
other than any New Revolving Credit Commitments (and any Extended Revolving Credit Commitments related thereto).


 


“Original Transactions”
shall mean the “Transactions” (as defined in the Original Credit Agreement).


 


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


 


“Overnight Rate” shall
mean, for any day, the greater of (a) the Federal Funds Effective Rate and (b) an overnight rate determined by the Administrative
Agent, the Letter of Credit Issuer, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank
compensation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Acquisition”
shall have the meaning provided in clause (iii) of the definition of “Permitted Investment”.


 


“Permitted Asset Swap”
shall mean the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets
and cash or Cash Equivalents between Holdings or a Restricted Subsidiary and another Person; provided that any cash or Cash
Equivalents received must be applied in accordance with Section 10.4.


 




    	 	-37-	 



     


    

 


“Permitted Holders” shall
mean each of (i) the Initial Investors and their respective Affiliates (other than any portfolio company of an Initial Investor)
and members of management of Holdings or the Borrower (or any Parent Entity) who are holders of Equity Interests of Holdings (or
any Parent Entity) on the Restatement Effective Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of
such group and without giving effect to the existence of such group or any other group, such Initial Investors, their respective
Affiliates (other than any portfolio company of an Initial Investor) and members of management, collectively, have beneficial ownership
of more than 50% of the total voting power of the Voting Stock of Holdings or any Parent Entity and (ii) any Parent Entity formed
not in connection with, or in contemplation of, a transaction (other than the Original Transactions) that, assuming such parent
was not formed, after giving effect thereto would constitute a Change of Control.


 


“Permitted Investments”
shall mean:


 


(i)          any Investment in Holdings or any Restricted
Subsidiary; provided that the aggregate outstanding amount of Investments made by the Borrower and the Guarantors in Restricted
Subsidiaries that are not the Borrower or a Guarantor shall not, at any time, exceed the greater of (x) $50.0 million and (y) 25%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment;


 


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


 


(iii)        any Investment by Holdings or any Restricted
Subsidiary in a Person that is engaged in a Similar Business if as a result of such Investment (a “Permitted Acquisition”),
(1) such Person becomes a Restricted Subsidiary or (2) such Person, in one transaction or a series of related transactions,
is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, Holdings or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment
was not acquired by such Person in contemplation of such acquisition, merger, consolidation, or transfer; provided that
the aggregate outstanding amount of consideration (excluding any consideration resulting from the incurrence of Indebtedness, other
than under the Revolving Credit Facility) paid by the Borrower and the Guarantors in connection with Permitted Acquisitions where
the assets acquired are not owned directly by the Borrower or a Guarantor or any Restricted Subsidiary that is acquired does not
become a Guarantor shall not, at any time, exceed the greater of (x) $50.0 million and (y) 25.0% of Consolidated EBITDA for the
most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment;


 


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


 


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


 


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


 




    	 	-38-	 



     


    

 


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


 


(viii)       any Investment in a Similar Business
having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (viii) that
are at that time outstanding, not to exceed the greater of (a) $45,000,000 and (b) 40.0% of Consolidated EBITDA for the most recently
ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment (with the Fair Market Value of each Investment
being measured at the time made and without giving effect to subsequent changes in value); provided, however, that
if any Investment pursuant to this clause (viii) is made in any Person that is not a Restricted Subsidiary at the date of
the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter
be deemed to have been made pursuant to clause (i) above (to the extent permitted thereby) and shall cease to have been
made pursuant to this clause (viii) for so long as such Person continues to be a Restricted Subsidiary;


 


(ix)          Investments the payment for which consists
of Equity Interests of Holdings or any direct or indirect parent company of Holdings (exclusive of Disqualified Stock); provided
that such Equity Interests will not increase the amount available for Restricted Payments under clause (iii) of Section
10.5(a);


 


(x)           guarantees of Indebtedness permitted under
Section 10.1;


 


(xi)          any transaction to the extent it constitutes
an Investment that is permitted and made in accordance with the provisions of Section 9.9 (except transactions described
in clause (b) of such paragraph);


 


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


 


(xiii)        additional Investments having an aggregate
Fair Market Value, taken together with all other Investments made pursuant to this clause (xiii) that are at that time outstanding
(without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash
or marketable securities), not to exceed the greater of (a) $40,000,000 and (b) 35.0% of Consolidated EBITDA for the most
recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment (with the Fair Market Value of each
Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however,
that if any Investment pursuant to this clause (xiii) is made in any Person that is not a Restricted Subsidiary at the date
of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter
be deemed to have been made pursuant to clause (i) above (to the extent permitted thereby) and shall cease to have been
made pursuant to this clause (xiii) for so long as such Person continues to be a Restricted Subsidiary;


 


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


 


(xv)         advances to, or guarantees of Indebtedness
of, employees not in excess of the greater of (a) $10,000,000 and (b) 5.0% of Consolidated EBITDA for the most recently ended Test
Period (calculated on a Pro Forma Basis) at the time of such Investment;


 


(xvi)        (a) loans and advances to officers, directors,
managers, and employees for business-related travel expenses, moving expenses, and other similar expenses, in each case incurred
in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests
of Holdings or any direct or indirect parent company thereof and (b) promissory notes received from stockholders of Holdings, any
direct or indirect parent company of Holdings  or any Subsidiary in connection with the exercise of stock options in respect
of the Equity Interests of Holdings, any direct or indirect parent company of Holdings and the Subsidiaries;


 




    	 	-39-	 



     


    

 


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


 


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


 


(xix)        non-cash Investments in connection with
tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests
of the Lenders in the Collateral, taken as a whole, would not be materially impaired;


 


(xx)         Investments made in the ordinary course
of business in connection with obtaining, maintaining or renewing client, franchisee and customer contracts and loans or advances
made to, and guarantees with respect to obligations of, independent eye care professionals (or to professional corporations owned
by such professionals), franchisees, distributors, suppliers, licensors and licensees in the ordinary course of business;


 


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


 


(xxii)       to the extent constituting Investments,
transactions pursuant to the Wal-Mart Agreements;


 


(xxiii)      other
Investments; provided that (A) no Event of Default shall have occurred and be continuing or would occur as a consequence
thereof and (B) after giving Pro Forma Effect to such Investment the Consolidated Total Debt to Consolidated EBITDA Ratio is equal
to or less than 3.25:1.00; and


 


(xxiv)      Investments
of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this
definition of “Permitted Investments”, Section 10.3 and/or Section 10.5 after the Closing Date to the
extent that such investments were not made in contemplation of or in connection with such acquisition, merger or consolidation
and were in existence on the date of such acquisition, merger or consolidation.


 


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


 


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


 


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


 




    	 	-40-	 



     


    

 


(iii)        Liens for taxes, assessments, or other
governmental charges not yet overdue for a period of more than 60 days or which are being contested in good faith by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance
with GAAP or are not required to be paid pursuant to Section 8.12, or for property taxes on property Holdings or one of
its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy, or claim is to such property;


 


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


 


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


 


(vi)        Liens securing Indebtedness permitted
to be outstanding pursuant to clause (a) or (d), (l)(ii), (r), (w) or (x) of Section
10.1; provided that, (a) in the case of clause (d) of Section 10.1, such Lien may not extend to any property
or equipment (or assets affixed or appurtenant thereto) other than the property or equipment being financed or refinanced under
such clause (d) of Section 10.1, replacements of such property, equipment or assets, and additions and accessions
and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender; (b) in the
case of clause (r) of Section 10.1, such Lien may not extend to any assets other than the assets owned by the Restricted
Subsidiaries incurring such Indebtedness; (c) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute
First Lien Obligations pursuant to this clause (vi), the applicable Permitted Other Indebtedness Secured Parties (or a representative
thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive
to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (1) in the case of the first
such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent
and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien
Intercreditor Agreement and (2) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations,
the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien
Intercreditor Agreement in accordance with the terms thereof; and (d) in the case of Liens securing Permitted Other Indebtedness
Obligations that do not constitute First Lien Obligations pursuant to this clause (vi), the applicable Permitted Other Indebtedness
Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions
not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents
and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations,
the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Other Indebtedness Obligations
shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other
Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness
shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further
consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf
of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this
clause (vi);


 




    	 	-41-	 



     


    

 


(vii)       subject to Section 9.14, other
than with respect to Mortgaged Property, Liens existing on the Restatement Effective Date; provided that any Lien securing
Indebtedness or other obligations in excess of (a) $5,000,000 individually or (b) $10,000,000 in the aggregate (when taken together
with all other Liens securing obligations outstanding in reliance on this clause (b) that are not listed on Schedule
10.2) shall only be permitted if set forth on Schedule 10.2, and, in each case, any modifications, replacements, renewals,
or extensions thereof;


 


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


 


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


 


(x)          Liens securing Indebtedness or other obligations
of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary permitted to be incurred in accordance with Section
10.1;


 


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


 


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


 


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


 


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


 


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


 




    	 	-42-	 



     


    

 


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


 


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


 


(xviii)     Liens to secure any refinancing, refunding,
extension, renewal, or replacement (or successive refinancing, refunding, extensions, renewals, or replacements) as a whole, or
in part, of any Indebtedness secured by any Lien referred to in clauses (vi) (other than pursuant to Section 10.1(l)(ii)),
(vii), (viii), (ix), (x), and (xv) of this definition of “Permitted Liens”; provided
that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on
such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum
of (1) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (vi),
(vii), (viii), (ix), (x), and (xv) at the time the original Lien became a Permitted Lien under
this Agreement, and (2) an amount necessary to pay any fees and expenses, including premiums and accrued and unpaid interest, related
to such refinancing, refunding, extension, renewal, or replacement;


 


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


 


(xx)        other Liens securing obligations which
do not exceed the greater of (a) $45,000,000 and (b) 40.0% of Consolidated EBITDA for the most recently ended Test Period
(calculated on a Pro Forma Basis) at the time of the incurrence of such Lien;


 


(xxi)       Liens securing judgments for the payment
of money not constituting an Event of Default under Section 11.5 or Section 11.10;


 


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


 


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


 


(xxiv)     Liens deemed to exist in connection
with Investments in repurchase agreements permitted under Section 10.1; provided that such Liens do not extend to
any assets other than those that are the subject of such repurchase agreement;


 


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


 


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


 


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


 




    	 	-43-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(xxxiii)    Liens arising under the Security Documents;


 


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


 


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


 


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


 


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


 


(xxxviii)  to the extent pursuant to a Requirements
of Law, Liens on cash or Permitted Investments securing Swap Obligations in the ordinary course of business; and Liens on the assets
of a Managed Care Subsidiary pursuant to applicable rules, or regulations of, or undertakings made to, any Governmental Authority
having jurisdiction and authority over such Managed Care Subsidiary; and


 


(xxxix)    Liens arising pursuant to the Wal-Mart
Agreements.


 


For purposes of this definition, the term
:Indebtedness” shall be deemed to include interest on, and fees, expenses and other obligations payable with respect to,
such Indebtedness.


 




    	 	-44-	 



     


    

 


“Permitted Other Indebtedness”
shall mean subordinated or senior Indebtedness (which Indebtedness may (i) be unsecured, (ii) have the same lien priority
as the First Lien Obligations (without regard to control of remedies); provided such Permitted Other Indebtedness is in the form
of secured first lien notes, or (iii) be secured by a Lien ranking junior to the Lien securing the First Lien Obligations), in
each case issued or incurred by the Borrower or other Guarantor, (a) the terms of which do not provide for any scheduled repayment,
mandatory repayment, or redemption or sinking fund obligations prior to, at the time of incurrence, the Latest Maturity Date (other
than, in each case, customary offers or obligations to repurchase upon a change of control, asset sale, or casualty or condemnation
event, AHYDO payments and customary acceleration rights after an event of default), (b) the covenants, taken as a whole, are not
more restrictive to the Borrower and the other Restricted Subsidiaries than those herein (taken as a whole) (except for covenants
applicable only to periods after the Latest Maturity Date at the time of such refinancing) (it being understood that, (1) to the
extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required
by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of the Lenders
or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants are only applicable after
the Latest Maturity Date at the time of such refinancing); provided that a certificate of an Authorized Officer of the Borrower
delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably
agree) 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 foregoing requirement shall be conclusive evidence that such terms and conditions
satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within two Business Days after receipt
of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees),
(c) of which no Subsidiary of Holdings (other than the Borrower or a Guarantor) is an obligor, and (d) that, if secured, is not
secured by a lien any assets other than the Collateral.


 


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


 


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


 


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


 


“Permitted Other Provision”
shall have the meaning provided in Section 2.14(g)(i).


 


“Permitted Sale Leaseback”
shall mean any Sale Leaseback consummated by Holdings or any of the Restricted Subsidiaries after the Restatement Effective Date;
provided that any such Sale Leaseback not between Holdings and a Restricted Subsidiary is consummated for fair value as
determined at the time of consummation in good faith by (i) Holdings or such Restricted Subsidiary or (ii) in the case of any Sale
Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed the greater of (a) $40,000,000 and (b)
35.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of the incurrence
of such Sale Leaseback, the board of directors (or analogous governing body) of Holdings or such Restricted Subsidiary (which such
determination may take into account any retained interest or other Investment of Holdings or such Restricted Subsidiary in connection
with, and any other material economic terms of, such Sale Leaseback).


 




    	 	-45-	 



     


    

 


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


 


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


 


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


 


“Pledge Agreement” shall
mean the Pledge Agreement, dated as of the Closing Date, entered into by the Credit Parties party thereto and the Collateral Agent
for the benefit of the Secured Parties.


 


“Post-Acquisition Period”
shall mean, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated
and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted
Acquisition is consummated.


 


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


 


“primary obligor” shall
have the meaning provided such term in the definition of “Contingent Obligations”.


 


“Pro Forma Adjustment”
shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with
respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated
EBITDA of Holdings, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
projected by Holdings in good faith as a result of (i) actions taken during such Post-Acquisition Period for the purposes of realizing
reasonably identifiable and factually supportable cost savings or (ii) any additional costs incurred during such Post-Acquisition
Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or Converted Restricted
Subsidiary with the operations of Holdings and the Restricted Subsidiaries; provided that (a) at the election of Holdings,
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 $10,000,000 and (b) so long as
such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable,
it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, that the applicable amount of such cost savings will be realizable during the entirety of such Test
Period, or the applicable amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period;
provided, further, that (i) any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired
EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period and (ii) the aggregate increase to Consolidated EBITDA
for any period pursuant to this definition and clauses (i)(i), (i)(q) and (i)(r) of the definition of “Consolidated EBITDA”
shall not exceed 25% of Consolidated EBITDA for such period (after giving effect to any increase in Consolidated EBITDA pursuant
to the definition of “Acquired EBITDA”).


 




    	 	-46-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Qualified Stock” of
any Person shall mean Capital Stock of such Person other than Disqualified Stock of such Person.


 


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


 


“Receivables Facility”
shall mean any of one or more receivables financing facilities (and any guarantee of such financing facility), as amended, supplemented,
modified, extended, renewed, restated, or refunded from time to time, the obligations of which are non-recourse (except for customary
representations, warranties, covenants, and indemnities made in connection with such facilities) to Holdings and the Restricted
Subsidiaries (other than a Receivables Subsidiary) pursuant to which Holdings or any Restricted Subsidiary sells, directly or indirectly,
grants a security interest in or otherwise transfers its accounts receivable to either (i) a Person that is not a Restricted Subsidiary
or (ii) a Receivables Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable to a Person that
is not a Restricted Subsidiary or by borrowing from such a Person or from another Receivables Subsidiary that in turn funds itself
by borrowing from such a Person.


 


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


 




    	 	-47-	 



     


    

 


“Receivables Subsidiary”
shall mean any Subsidiary formed for the purpose of facilitating or entering into one or more Receivables Facilities, and in each
case engages only in activities reasonably related or incidental thereto or another Person formed for the purposes of engaging
in a Receivables Facility in which Holdings or any Subsidiary makes an Investment and to which Holdings or any Subsidiary transfers
accounts receivables and related assets.


 


“Refinanced Term Loans”
shall have the meaning provided in Section 13.1.


 


“Refinancing Indebtedness”
shall have the meaning provided in Section 10.1(m).


 


“Refunding Capital Stock”
shall have the meaning provided in Section 10.5(b)(2).


 


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


 


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


 


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


 


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


 


“Reimbursement Date”
shall have the meaning provided in Section 3.4(a).


 


“Reimbursement Obligations”
shall mean the Borrower’s obligations to reimburse Unpaid Drawings pursuant to Section 3.4(a).


 


“Reinvestment Period”
shall mean 450 days following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event, or Permitted
Sale Leaseback.


 


“Rejection Notice” shall
have the meaning provided in Section 5.2(f).


 


“Related Business Assets”
shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received
by Holdings or the Restricted Subsidiaries in exchange for assets transferred by Holdings or a Restricted Subsidiary shall not
be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such
Person, such Person would become a Restricted Subsidiary.


 


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


 


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


 


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


 


“Removal Effective Date”
shall have the meaning provided in Section 12.9(b).


 




    	 	-48-	 



     


    

 


“Repayment Amount” shall
mean the Term A Loan Repayment Amount, a New Term Loan Repayment Amount with respect to any Series, or an Extended Term Loan Repayment
Amount with respect to any Extension Series, as applicable.


 


“Replacement Term Loan Commitment”
means the commitments of the Lenders to make Replacement Term Loans.


 


“Replacement Term Loans”
shall have the meaning provided in Section 13.1.


 


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


 


“Required Lenders” shall
mean, at any date, (i) Non-Defaulting Lenders having or holding a majority of the sum of (a) the Adjusted Total Revolving Credit
Commitment at such date, (b) the Adjusted Total Term Loan Commitment at such date, and (c) the outstanding principal amount of
the Term Loans (excluding Term Loans held by Defaulting Lenders) at such date or (ii) if the Total Revolving Credit Commitment
and the Total Term Loan Commitment have been terminated or for the purposes of acceleration pursuant to Section 11, Non-Defaulting
Lenders having or holding a majority of the outstanding principal amount of the Loans and Letter of Credit Exposure (excluding
the Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date.


 


“Required Revolving Credit Lenders”
shall mean, at any date, Non-Defaulting Lenders holding a majority of the Adjusted Total Revolving Credit Commitment at such date
(or, if the Total Revolving Credit Commitment has been terminated at such time, a majority of the Revolving Credit Exposure (excluding
Revolving Credit Exposure of Defaulting Lenders) at such time).


 


“Required Term A Loan Lenders”
shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (i) the Adjusted Total Term A Loan Commitment
at such date and (ii) the aggregate outstanding principal amount of the Term A Loans (excluding Term A Loans held by Defaulting
Lenders) at such date.


 


“Required Term Loan Lenders”
shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (i) the Adjusted Total Term Loan Commitment
at such date and (ii) the aggregate outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders)
at such date.


 


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


 


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


 


“Restatement Agreement”
shall mean the Joinder and Amendment and Restatement Agreement, dated as of July 18, 2019, by and among the Credit Parties, the
Administrative Agent, the Collateral Agent, the Former Agent and the Lenders party thereto.


 


“Restatement Date Refinancing”
shall have the meaning provided in the recitals to this Agreement.


 


“Restatement Effective Date”
shall mean July 18, 2019, the date on which the conditions precedent to effectiveness set forth in Section 6 are satisfied.


 


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


 


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


 




    	 	-49-	 



     


    

 


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


 


“Retired Capital Stock”
shall have the meaning provided in Section 10.5(b)(2).


 


“Revolving Credit Commitment”
shall mean, as to each Revolving Credit Lender, its obligation to make Revolving Credit Loans to the Borrower pursuant to Section
2.1(b), in an aggregate principal amount (carried out to the ninth decimal place) at any one time outstanding not to exceed
the amount set forth, and opposite such Lender’s name on Schedule 1.1(b) under the caption Revolving Credit Commitment
or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Revolving Credit Commitments
of all Revolving Credit Lenders, as of the Restatement Effective Date, shall be $300,000,000, as such amount may be adjusted from
time to time in accordance with the terms of this Agreement.


 


“Revolving Credit Commitment Percentage”
shall mean at any time, for each Lender, the percentage (carried out to the ninth decimal place) obtained by dividing (i) such
Lender’s Revolving Credit Commitment at such time by (ii) the amount of the Total Revolving Credit Commitment at such time;
provided that at any time when the Total Revolving Credit Commitment shall have been terminated, each Lender’s Revolving
Credit Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s Revolving Credit Exposure at
such time by (b) the Revolving Credit Exposure of all Lenders at such time.


 


“Revolving Credit Exposure”
shall mean, with respect to any Lender at any time, the sum of (i) the aggregate principal amount of Revolving Credit Loans
of such Lender then outstanding, (ii) such Lender’s Letter of Credit Exposure at such time, and (iii) such Lender’s
Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Swingline Loans at such time.


 


“Revolving Credit Facility”
shall mean, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.


 


“Revolving Credit Lender”
shall mean, at any time, any Lender that has a Revolving Credit Commitment or Extended Revolving Credit Commitment at such time.


 


“Revolving Credit Loan”
shall have the meaning provided in Section 2.1(b).


 


“Revolving Credit Maturity Date”
shall mean July 18, 2024 or, if such date is not a Business Day, the immediately preceding Business Day.


 


“Revolving Credit Termination Date”
shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit Loans or Swingline Loans
shall be outstanding and the Letters of Credit Outstanding shall have been reduced to zero or Cash Collateralized.


 


“Revolving Loan” shall
mean, collectively or individually as the context may require, any (i) Revolving Credit Loan or (ii) Extended Revolving Credit
Loan, in each case made pursuant to and in accordance with the terms and conditions of this Agreement.


 


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


 


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


 


“Sanctions” shall mean
any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations
Security Council, the European Union or any member state thereof, Her Majesty’s Treasury of the United Kingdom (“HMT”)
or other relevant sanctions authority.


 




    	 	-50-	 



     


    

 


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


 


“Second Lien Intercreditor Agreement”
shall mean a First Lien/Second Lien Intercreditor Agreement substantially in the form of Exhibit I (with such changes to such form
as may be reasonably acceptable to the Administrative Agent and the Borrower) among the Administrative Agent, the Collateral Agent
and the representatives for purposes thereof for any Permitted Other Indebtedness Secured Parties that are holders of Permitted
Other Indebtedness Obligations having a Lien on the Collateral ranking junior to the Lien securing the Obligations.


 


“Section 2.14 Additional Amendment”
shall have the meaning provided in Section 2.14(g)(iv).


 


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


 


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


 


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


 


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


 


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


 


“Secured Parties” shall
mean the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, and each Lender, in each case with respect to
the Credit Facilities, each Hedge Bank that is party to any Secured Hedge Agreement with Holdings, the Borrower or any Restricted
Subsidiary, each Cash Management Bank that is party to a Secured Cash Management Agreement with the Borrower or any Restricted
Subsidiary and each sub-agent pursuant to Section 12 appointed by the Administrative Agent with respect to matters relating
to the Credit Facilities or the Collateral Agent with respect to matters relating to any Security Document.


 


“Security Agreement”
shall mean the Security Agreement, dated as of the Closing Date, entered into by the Borrower, the other grantors party thereto,
and the Collateral Agent for the benefit of the Secured Parties.


 


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


 


“Series” shall have the
meaning provided in Section 2.14(a).


 


“Significant Subsidiary”
shall mean, at any date of determination, (a) any Restricted Subsidiary whose gross revenues (when combined with the gross revenues
of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) for the Test Period most recently
ended on or prior to such date were equal to or greater than 10% of the consolidated gross revenues of Holdings and the Restricted
Subsidiaries for such period, determined in accordance with GAAP or (b) each other Restricted Subsidiary that, when such Restricted
Subsidiary’s total gross revenues (when combined with the total gross revenues of such Restricted Subsidiary’s Subsidiaries
after eliminating intercompany obligations) are aggregated with each other Restricted Subsidiary (when combined with the total
gross revenues of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) that is the subject
of an Event of Default described in Section 11.5 would constitute a “Significant Subsidiary” under clause (a) above.


 




    	 	-51-	 



     


    

 


“Similar Business” shall
mean any business conducted or proposed to be conducted by Holdings and the Restricted Subsidiaries on the Restatement Effective
Date or any business that is similar, reasonably related, synergistic, incidental, or ancillary thereto.


 


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


 


“Solvent” shall mean,
after giving effect to the consummation of the Transactions, (i) the sum of the liabilities (including contingent liabilities)
of Holdings and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets
of Holdings and its Subsidiaries, on a consolidated basis; (ii) the fair value of the property of Holdings and its Subsidiaries,
on a consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of Holdings and its
Subsidiaries, on a consolidated basis; (iii) the capital of Holdings and its Subsidiaries, on a consolidated basis, is not
unreasonably small in relation to their business as contemplated on the date hereof; and (iv) Holdings and its Subsidiaries,
on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current
obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise).


 


“Specified Existing Revolving Credit
Commitment” shall have the meaning provided in Section 2.14(g)(ii).


 


“Specified Transaction”
shall mean, with respect to any period, any Investment (including a Permitted Acquisition), any asset sale, incurrence or repayment
of Indebtedness, Restricted Payment, Subsidiary designation, New Term Loan, New Revolving Credit Commitment, or other event or
action that in each case by the terms of this Agreement requires Pro Forma Compliance with a test or covenant hereunder or requires
such test or covenant to be calculated on a Pro Forma Basis.


 


“Sponsor” shall mean
any of KKR and its Affiliates but excluding portfolio companies of any of the foregoing.


 


“Spot Rate” for any currency
shall mean the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate for
the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading
office 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 may obtain such spot rate from another financial institution designated
by the Administrative Agent if it does not have as of the date of determination a spot buying rate for any such currency.


 


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


 


“Stated Amount” of any
Letter of Credit shall mean the maximum amount from time to time available to be drawn thereunder, determined without regard to
whether any conditions to drawing could then be met; provided, however, that with respect to any Letter of Credit
that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the stated amount thereof,
the Stated Amount shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.


 


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


 




    	 	-52-	 



     


    

 


“Stores” shall mean any
retail store (which may include any real property, fixtures, equipment, inventory and other property related thereto) operated,
or to be operated, by Holdings or any Restricted Subsidiary.


 


“Subordinated Indebtedness”
shall mean Indebtedness of Holdings, the Borrower, or any other Guarantor that is by its terms subordinated in right of payment
to the obligations of Holdings, the Borrower, or such Guarantor, as applicable, under this Agreement or the Guarantee, as applicable.


 


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


 


“Successor Borrower”
shall have the meaning provided in Section 10.3(a).


 


“Swap Obligation” shall
mean, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract, or transaction that constitutes
a “swap” within the meaning of section 1(a)(47) of the Commodity Exchange Act.


 


“Swingline Commitment”
shall mean $20,000,000. The Swingline Commitment is part of and not in addition to the Revolving Credit Commitment.


 


“Swingline Exposure”
shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of
any Revolving Credit Lender at any time shall equal its Revolving Credit Commitment Percentage of the aggregate Swingline Exposure
at such time.


 


“Swingline Lender” shall
mean Bank of America, N.A., in its capacity as lender of Swingline Loans hereunder or any replacement or successor thereto.


 


“Swingline Loans” shall
have the meaning provided in Section 2.1(c).


 


“Swingline Maturity Date”
shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Revolving Credit Maturity Date.


 


“Syndication Agents”
shall mean JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as syndication agents for the Lenders under this Agreement
and the other Credit Documents.


 


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


 


“Term A Lender” shall
mean a Lender with a Term A Loan Commitment or an outstanding Term A Loan.


 


“Term A Loan Commitment”
shall mean, in the case of each Lender that is a Lender on the Restatement Effective Date, the amount (carried out to the ninth
decimal place) set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s “Term A Loan
Commitment”. The aggregate amount of the Term A Loan Commitments as of the Restatement Effective Date is $420,000,000.


 


“Term A Loan Maturity Date”
shall mean July 18, 2024 or, if such date is not a Business Day, the immediately preceding Business Day.


 




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


 


“Term A Loan Repayment Date”
shall have the meaning provided in Section 2.5(b).


 


“Term A Loans” shall
mean the Term A Loans funded on the Restatement Effective Date pursuant to the terms and conditions of the Restatement Agreement
and this Agreement (including Section 2.1(a)(ii)).


 


“Term Loan Commitment”
shall mean, with respect to each Lender, such Lender’s A Loan Commitment, and, if applicable, New Term Loan Commitment with
respect to any Series and Replacement Term Loan Commitment with respect to any Series.


 


“Term Loan Extension Request”
shall have the meaning provided in Section 2.14 (g)(i).


 


“Term Loan Lender” shall
mean, at any time, any Lender that has a Term Loan Commitment or an outstanding Term Loan.


 


“Term Loans” shall mean
the Term A Loans, any New Term Loans, any Replacement Term Loans, and any Extended Term Loans, collectively or individually, as
the context may require.


 


“Terminated Contracts”
shall mean binding contracts with Counterparties that have terminated (whether on or before their stated expiration).


 


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


 


“Total Credit Exposure”
shall mean, at any date, the sum, without duplication, of (i) the Total Revolving Credit Commitment at such date (or, if the Total
Revolving Credit Commitment shall have terminated on such date, the aggregate Revolving Credit Exposure of all Lenders at such
date), (ii) the Total Term Loan Commitment at such date, and (iii) without duplication of clause (ii), the aggregate
outstanding principal amount of all Term Loans at such date.


 


“Total Revolving Credit Commitment”
shall mean the sum of the Revolving Credit Commitments of all the Lenders.


 


“Total Term A Loan Commitment”
shall mean the sum of the Term A Loan Commitments of all Lenders.


 


“Total Term Loan Commitment”
shall mean the sum of the Term A Loan Commitments and the New Term Loan Commitments, if applicable, of all the Lenders.


 


“Transaction Expenses”
shall mean any fees, costs, or expenses incurred or paid by Holdings, the Borrower, or any of their respective Affiliates in connection
with the Transactions, this Agreement, and the other Credit Documents, and the transactions contemplated hereby and thereby.


 


“Transactions” shall
mean, collectively, the transactions contemplated by this Agreement to occur on the Restatement Effective Date, including the repayment
of Indebtedness under the Original Credit Agreement in connection therewith, the consummation of any other transactions in connection
with the foregoing (including the payment of the fees and expenses incurred in connection with any of the foregoing (including
the Transaction Expenses)).


 


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


 




    	 	-54-	 



     


    

 


“Type” shall mean (i)
as to any Term Loan, its nature as an ABR Loan or a LIBOR Loan and (ii) as to any Revolving Loan, its nature as an ABR Loan or
a LIBOR Revolving Credit Loan.


 


“Unpaid Drawing” shall
have the meaning provided in Section 3.4(a).


 


“Unrestricted Subsidiary”
shall mean (i) any Subsidiary of Holdings which at the time of determination is an Unrestricted Subsidiary (as designated by the
board of directors of Holdings, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary.


 


The board of directors of Holdings may designate
any Subsidiary of Holdings (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) other than the
Borrower or a Subsidiary of Holdings that is a direct or indirect parent of the Borrower to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property
of, Holdings or any Subsidiary of Holdings (other than any Subsidiary of the Subsidiary to be so designated or an Unrestricted
Subsidiary); provided that:


 


(a)       such
designation complies with Section 10.5; and


 


(b)       each
of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant
to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary.


 


The board of directors of Holdings may designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation
no Event of Default shall have occurred and be continuing and either: (i) Holdings could incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 10.1 or (ii) the Fixed Charge
Coverage Ratio for Holdings and the Restricted Subsidiaries would be greater than such ratio for Holdings and the Restricted Subsidiaries
immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation.


 


Any such designation by the board of directors
of Holdings shall be notified by Holdings to the Administrative Agent by promptly delivering to the Administrative Agent a copy
of the Board resolution giving effect to such designation and a certificate of an Authorized Officer of Holdings certifying that
such designation complied with the foregoing provisions.


 


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


 


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


 


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


 


“Wal-Mart Agreements”
shall mean (i) the Management & Services Agreement, dated as of May 1, 2012, by and among Wal-Mart Stores, Inc., a Delaware
corporation (“Wal-Mart”), its U.S. operating subsidiaries, including Sam’s West, Inc., and the Borrower,
(ii) the Lease of Premises and License of Equipment, dated May 2, 2009, by and among Wal-Mart, its affiliates and subsidiaries
and FirstSight, as amended by the First Amendment to FirstSight Lease, dated as of March 31, 2012, (iii) the Management and Services
Agreement, dated as of December 17, 2012, by and between Wal-Mart, but excluding its United States operating subsidiaries Sam’s
West, Inc., a Delaware corporation, and Sam’s East Inc., a Delaware corporation (together with Sam’s West, Inc., “Sam’s”)
and Arlington Contact Lens Services, Inc., an Ohio corporation (“AC Lens”), (iv) the Management and Services
Agreement, dated as of December 17, 2012, by and among Sam’s and its operating subsidiaries and AC Lens, (v) the Professional
Office Lease Agreement, dated as of May 1, 2012, by and among Wal-Mart, its affiliates and subsidiaries and the Borrower and (vi)
the Supplier Agreement, dated as of May 1, 2012, by and among the Borrower and Wal-Mart, in each case, as amended, restated, amended
and restated, supplemented, otherwise modified or replaced from time to time.


 




    	 	-55-	 



     


    

 


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


 


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


 


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


 


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


 


“Write-Down and Conversion Powers”
shall mean 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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(h)         The
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 




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


 


1.3         Accounting
Terms.


 


(a)          Except
as expressly provided herein, all accounting terms not specifically or completely defined herein shall be construed in conformity
with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to
this Agreement shall be prepared in conformity with, GAAP, applied in a consistent manner.


 


(b)          Notwithstanding
anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with
respect to any period during which any Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDA Ratio,
the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, and the First Lien Secured Leverage Test shall each be calculated
with respect to such period and such Specified Transaction on a Pro Forma Basis.


 


(c)          Where
reference is made to “Holdings and the Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation
shall not include any Subsidiaries of Holdings other than Restricted Subsidiaries.


 


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


 


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


 


1.6         Exchange
Rates. Notwithstanding the foregoing, for purposes of any determination under Section 2.14, Section 9, Section
10 or Section 11 or any determination under any other provision of this Agreement expressly requiring the use of a current
exchange rate, all amounts incurred, outstanding, or proposed to be incurred or outstanding in currencies other than Dollars shall
be translated into Dollars at the Spot Rate; provided, however, that for purposes of determining compliance with
Section 2.14 or Section 10 with respect to the amount of any Indebtedness, Restricted Investment, Lien, Asset Sale,
or Restricted Payment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely
as a result of changes in rates of exchange occurring after the time such Indebtedness, Lien or Restricted Investment is incurred
or Asset Sale or Restricted Payment made; provided that, for the avoidance of doubt, the foregoing provisions of this Section
1.6 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien, or Investment
may be incurred or Asset Sale or Restricted Payment made at any time under such Sections. For purposes of any determination of
Consolidated Total Debt or Consolidated First Lien Secured Debt, amounts in currencies other than Dollars shall be translated into
Dollars at the currency exchange rates used in preparing the most recently delivered Section 9.1 Financials..


 


1.7         Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with
respect to the administration, submission, or any other matter related to the rates in the definition of “LIBOR Rate”
or with respect to any rate that is an alternative or replacement for or successor to any such rate (including, without limitation,
any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.


 




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


 


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


 


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


 


1.11        Compliance
with Certain Sections. In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application
of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement,
or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant
to any clause or subsection of Section 9.9 or any clause or subsection of Sections 10.1, 10.2, 10.3,
10.4, 10.5 or 10.6 then, such transaction (or portion thereof) at any time shall be allocated to one or more
of such clauses or subsections within the relevant sections as determined by the Borrower in its sole discretion at such time.


 


1.12        Pro
Forma and Other Calculations.


 


(a)          For
purposes of calculating the Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, consolidations, and
disposed operations (as determined in accordance with GAAP) that have been made by Holdings or any Restricted Subsidiary during
the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be
calculated on a Pro Forma Basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations, and disposed
operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom)
had occurred on the first day of the Test Period. If since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into Holdings or any Restricted Subsidiary since the beginning of such period) shall
have made any Investment, acquisition, disposition, merger, consolidation, or disposed operation that would have required adjustment
pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving Pro Forma Effect thereto for such
Test Period as if such Investment, acquisition, disposition, merger, consolidation, or disposed operation had occurred at the beginning
of the Test Period. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered
into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test
(including, without limitation, the Fixed Charge Coverage Ratio, the Consolidated First Lien Secured Debt to Consolidated EBITDA
Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio) (any such amounts, the “Fixed Amounts”) substantially
concurrently with any amounts Incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement
that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”),
it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the
financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent Incurrence,
except that Incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence
Based Amounts other than Incurrence Based Amounts contained in Section 10.1 or Section 10.2.


 




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


 


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


 


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


 


(ii)        other
than for purposes of determining the satisfaction of the conditions precedent to extensions of credit under the Revolving Credit
Commitment, determining the accuracy of representations and warranties in Section 8 and/or whether a Default or Event of
Default shall have occurred and be continuing under Section 11; or


 


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


 


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”) (it
being understood and agreed that the Borrower may elect to revoke any LCT Election in its sole discretion), the date of determination
of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition
Transaction are entered into (the “LCT Test Date”), 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 of Indebtedness and
the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test
Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio
or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and
any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of
fluctuations in any such ratio or basket, 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 or ratios
will not be deemed to have been exceeded as a result of such fluctuations. 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 (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that 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 calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions
in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated until
such time as the Limited Condition Transaction has been consummated or the definitive agreement with respect thereto has been terminated
or expires.


 




    	 	-59-	 



     


    

 


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


 


(d)         Any
determination of Consolidated Total Assets shall be made by reference to the last day of the Test Period most recently ended on
or prior to the relevant date of determination.


 


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


 


1.14        Amendment
and Restatement. This Agreement shall amend and restate the Original Credit Agreement in its entirety, with the parties hereby
agreeing that there is no novation of the Original Credit Agreement or any other Credit Document and from and after the effectiveness
of this Agreement, the rights and obligations of the parties under the Original Credit Agreement shall be subsumed and governed
by this Agreement. From and after the effectiveness of this Agreement, the Obligations under the Original Credit Agreement shall
continue as Obligations under this Agreement and the Credit Documents until otherwise paid in accordance with the terms hereof.
The Security Documents and the grant of Liens on all of the Collateral described therein do and shall continue to secure the payment
of all Obligations. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that the Liens securing
the “Obligations” as defined in the Original Credit Agreement, shall from and after the Restatement Effective Date
secure the payment and performance of all Obligations for the benefit of the Collateral Agent and the Secured Parties, and all
such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed
by each of the Credit Parties. The parties hereto further acknowledge and agree that all “Collateral Documents” as
defined in the Original Credit Agreement shall remain in full force and effect after the Restatement Effective Date in favor of
and for the benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit
agreement or a credit document being a reference to the Collateral Agent, this Agreement or the other Credit Documents, as applicable),
and each Credit Party hereby confirms and ratifies its obligations thereunder. For the avoidance of doubt, unless otherwise expressly
provided herein, upon the Restatement Effective Date, any basket which permits a certain amount of a given type of transaction
over the life of the Credit Agreement (however denominated) shall be reset such that any use of such baskets on or subsequent to
the Closing Date but prior to the Restatement Effective Date shall be disregarded for purposes of testing such basket; provided
that nothing in this Section 1.14 shall be construed to (i) prohibit any transaction occurring prior to the Restatement
Effective Date utilizing the corresponding baskets under the Original Credit Agreement or (ii) apply to the calculation of any
adjustment to Consolidated EBITDA (or any related definition).


 


Section 2             Amount and Terms of Credit


 


2.1         Commitments.


 


(a)         Term
A Loans. Subject to and upon the terms and conditions of the Restatement Agreement and this Agreement, the Term A Lenders
agree to make the Term A Loans to the Borrower on the Restatement Effective Date, which Term A Loans shall not exceed for any such
Term A Lender the Term A Loan Commitment of such Lender and in the aggregate shall not exceed $420,000,000. Such Term Loans (i)
may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided
that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein,
consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once
repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term A Loan Commitment of such Lender,
and (iv) shall not exceed in the aggregate the Total Term A Loan Commitments. On the Term A Loan Maturity Date, all then unpaid
Term A Loans shall be repaid in full in Dollars.


 




    	 	-60-	 



     


    

 


(b)          Subject
to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans
denominated in Dollars to the Borrower from its applicable lending office (each, a “Revolving Credit Loan”)
in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving
Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from
time to time on and after the Restatement Effective Date and prior to the Revolving Credit Maturity Date, (B) may, at the option
of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans;
provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or
penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect
thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure
in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment
in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of
the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures
at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’
Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with
respect to such Class.


 


(c)         Subject
to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and
from time to time on and after the Restatement Effective Date and prior to the Swingline Maturity Date, to make a loan or loans
(each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which
Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall
not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application
of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures
at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with
the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall
not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required
Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender
shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice
or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1.


 


(d)         On
any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding
Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting
ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”)
by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage,
and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline
Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s
notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date
specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply
with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section
7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such
Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In
the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date
otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the
Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse
or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such
Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal
and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation
is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from
and after such date of purchase.


 




    	 	-61-	 



     


    

 


(e)         If
the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit
Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer
maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”),
then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably
withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the
tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the
amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit
Commitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall
be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing,
the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit
Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity
date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for
Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.


 


2.2         Minimum
Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of Term Loans or Revolving
Credit Loans shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple of
$100,000 in excess thereof and Swingline Loans shall be in a minimum amount of $500,000 and in a multiple of $100,000 in excess
thereof (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d) and Revolving Credit Loans
to reimburse the Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts required by Section
3.3 or Section 3.4, as applicable). More than one Borrowing may be incurred on any date; provided that at no
time shall there be outstanding more than five Borrowings of LIBOR Loans that are Term Loans and ten Borrowings of LIBOR Loans
that are Revolving Credit Loans under this Agreement.


 


2.3         Notice
of Borrowing.


 


(a)         The
Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 12:00 p.m. (New York City time)
(i) in the case of a Borrowing of Term A Loans that are to be ABR Loans, at least one Business Day’s prior written notice
and (ii) in the case of a Borrowing of Term A Loans to be made on the Restatement Effective Date if such Term A Loans are to be
LIBOR Loans, at least two Business Day’s prior written notice. Such notice (a “Notice of Borrowing”) shall
specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which shall be the Restatement
Effective Date) and (C) whether the Term A Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term A Loans are to
include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as
may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A
Notice of Borrowing may be given by (x) telephone or (y) a written Notice of Borrowing (provided that any telephonic notice
must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing. If no election as to the Type
of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with
respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice
given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested
Borrowing.


 


(b)         Whenever
the Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings),
the Borrower shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 noon (New York
City Time) at least three Business Days’ prior written notice of each Borrowing of LIBOR Loans that are Revolving Credit
Loans and (ii) prior to 10:00 a.m. (New York City time) on the day of such Borrowing prior written notice of each Borrowing
of Revolving Credit Loans that are ABR Loans. Such Notice may be given by telephone; provided that any telephonic notice
must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing, except
as otherwise expressly provided in Section 2.10, shall specify (x) the aggregate principal amount of the Revolving
Credit Loans to be made pursuant to such Borrowing, (y) the date of Borrowing (which shall be a Business Day) and (z) whether the
respective Borrowing shall consist of ABR Loans or LIBOR Loans that are Revolving Credit Loans and, if LIBOR Loans that are Revolving
Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving
Credit Lender written notice of each proposed Borrowing of Revolving Credit Loans, of such Lender’s Revolving Credit Commitment
Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing.


 




    	 	-62-	 



     


    

 


(c)         Whenever
the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender written notice with a copy
to the Administrative Agent of each Borrowing of Swingline Loans prior to 2:00 p.m. (New York City time) on the date of such Borrowing.
Each such notice shall specify (x) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing
and (y) the date of Borrowing (which shall be a Business Day).


 


(d)         Mandatory
Borrowings shall be made upon the notice specified in Section 2.1(d), with the Borrower irrevocably agreeing, by its incurrence
of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.


 


(e)         Borrowings
to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).


 


(f)         Without
in any way limiting the obligation of the Borrower to confirm in writing any notice it shall give hereunder by telephone (which
obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis
of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of Holdings or the
Borrower.


 


2.4         Disbursement
of Funds.


 


(a)         No
later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each
Lender shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided
below; provided that on the Restatement Effective Date, such funds may be made available at such earlier time as may be
agreed among the Lenders, Holdings, and the Administrative Agent for the purpose of consummating the Transactions; provided,
further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender
no later than 4:00 p.m. (New York City time).


 


(b)         Each
Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, in Dollars
and in immediately available funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative
Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower,
by depositing to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so
made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such
Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative
Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in
fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount to the
Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does
not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall
promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars.
The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount
in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to
the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender,
the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with
Section 2.8, for the respective Loans.


 




    	 	-63-	 



     


    

 


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


 


2.5         Repayment
of Loans; Evidence of Debt.


 


(a)         The
Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the Term A Loan Maturity Date,
the then outstanding Term A Loans. The Borrower shall repay to the Administrative Agent for the benefit of the Revolving Credit
Lenders, on the Revolving Credit Maturity Date, the then outstanding Revolving Credit Loans.


 


(b)         The
Borrower shall repay to the Administrative Agent for the benefit of the Term A Lenders, (x) on each date set forth below (or if
not a Business Day the immediately succeeding Business Day) (each, a “Term A Loan Repayment Date”), a principal
amount equal to the applicable amount set forth below opposite such Term A Loan Repayment Date and (y) on the Term A Loan Maturity
Date, any remaining outstanding amount of Term A Loans (each, a “Term A Loan Repayment Amount”):


 


	Term A Loan Repayment Date	 	Term A Loan Repayment Amount	 
	 	 	 	 
	December 31, 2019	 	$	2,625,000	 
	 	 	 	 	 
	March 31, 2020	 	$	2,625,000	 
	 	 	 	 	 
	June 30, 2020	 	$	2,625,000	 
	 	 	 	 	 
	September 30, 2020	 	$	2,625,000	 
	 	 	 	 	 
	December 31, 2020	 	$	2,625,000	 
	 	 	 	 	 
	March 31, 2021	 	$	2,625,000	 
	 	 	 	 	 
	June 30, 2021	 	$	2,625,000	 
	 	 	 	 	 
	September 30, 2021	 	$	2,625,000	 
	 	 	 	 	 
	December 31, 2021	 	$	2,625,000	 
	 	 	 	 	 
	March 31, 2022	 	$	2,625,000	 



 




    	 	-64-	 



     


    

 


	Term A Loan Repayment Date	 	Term A Loan Repayment Amount	 
	 	 	 	 
	June 30, 2022	 	$	2,625,000	 
	 	 	 	 	 
	September 30, 2022	 	$	2,625,000	 
	 	 	 	 	 
	December 31, 2022	 	$	5,250,000	 
	 	 	 	 	 
	March 31, 2023	 	$	5,250,000	 
	 	 	 	 	 
	June 30, 2023	 	$	5,250,000	 
	 	 	 	 	 
	September 30, 2023	 	$	5,250,000	 
	 	 	 	 	 
	December 31, 2023	 	$	5,250,000	 
	 	 	 	 	 
	March 31, 2024	 	$	5,250,000	 
	 	 	 	 	 
	June 30, 2024	 	$	5,250,000	 
	 	 	 	 	 
	Term A Loan Maturity Date	 	 	Remaining outstanding principal amount of Term A Loans	 



 


(c)         In
the event that any New Term Loans are made, such New Term Loans shall, subject to Section 2.14(d), be repaid by the Borrower
in the amounts (each, a “New Term Loan Repayment Amount”) and on the dates (each a “New Term Loan Repayment
Date”) set forth in the applicable Joinder Agreement and subject to any adjustment to ensure fungibility with the other
Term Loans as reasonably determined by the Administrative Agent and the Borrower. In the event that any Extended Term Loans are
established, such Extended Term Loans shall, subject to Section 2.14(g), be repaid by the Borrower in the amounts (each
such amount with respect to any Extended Repayment Date, an “Extended Term Loan Repayment Amount”) and on the
dates (each, an “Extended Repayment Date”) set forth in the applicable Extension Amendment.


 


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


 


(e)         The
Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which
Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a
Term A Loan, New Term Loan, Revolving Credit Loan or Swingline Loan, as applicable, the Type of each Loan made, the name of the
Borrower 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 from the Borrower and each Lender’s share thereof.


 




    	 	-65-	 



     


    

 


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


 


(g)         The
Borrower hereby agrees that, upon request of any Lender at any time and from time to time after the Borrower has made an initial
borrowing hereunder, the Borrower shall provide to such Lender, at the Borrower’s own expense, a promissory note, substantially
in the form of Exhibit G-1 or Exhibit G-2, as applicable, evidencing the (i) Revolving Loans or Swingline Loans and
(ii) Term A Loans (including New Term Loans), respectively, owing to such Lender. Thereafter, unless otherwise agreed to by the
applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment
pursuant to Section 13.6) be represented by one or more promissory notes in such form payable to the order of the payee
named therein (or, if requested by such payee, to such payee and its registered assigns).


 


2.6        Conversions
and Continuations.


 


(a)         Subject
to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all
or a portion equal to at least $5,000,000 of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans
of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue
the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period; provided that (i)
no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing
to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if an Event of Default is in existence
on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion
not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if an Event
of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant
to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall
be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New
York City time) at least (i) three Business Days prior, in the case of a continuation of or conversion to LIBOR Loans (other than
in the case of a notice delivered on the Restatement Effective Date, which shall be deemed to be effective on the Restatement Effective
Date), or (ii) one Business Day prior in the case of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation”
substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted
or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially
applicable thereto. Such notice may be given by (A) telephone, or (B) a Notice of Conversion; provided that any telephonic
notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Conversion. A Notice of Conversion
or Continuation may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent) and shall be appropriately completed and signed
by an Authorized Officer of the Borrower. If no Interest Period is specified in any such notice with respect to any conversion
to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or
continuation affecting any of its Loans.


 


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


 




    	 	-66-	 



     


    

 


2.7         Pro
Rata Borrowings. Each Borrowing of Term A Loans under this Agreement shall be made by the Lenders pro rata on the basis of
their then-applicable Term A Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the
Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing
of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan
Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to
make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by
it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly
provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit
Documents shall not release any Person from performance of its obligation, under any Credit Document.


 


2.8         Interest.


 


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


 


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


 


(c)         If
all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon or any other amount payable hereunder
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum (the “Default Rate”) that is (x) in the case of overdue principal, the rate that would otherwise
be applicable thereto plus 2.00% or (y) in the case of any other overdue amount, including overdue interest, to the extent
permitted by applicable law, the rate described in Section 2.8(a) for the applicable Class plus 2.00% from the date
of such non-payment to the date on which such amount is paid in full (after as well as before judgment).


 


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


 


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


 


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


 


2.9         Interest
Periods. At the time the Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making
of, or conversion into or continuation as, a Borrowing of LIBOR Loans in accordance with Section 2.6(a), the Borrower shall
give the Administrative Agent written notice of the Interest Period applicable to such Borrowing, which Interest Period shall,
at the option of the Borrower be a one, two, three or six month period (or if available to all the Lenders making such LIBOR Loans
as determined by such Lenders in good faith based on prevailing market conditions, a twelve month or shorter period).


 




    	 	-67-	 



     


    

 


Notwithstanding anything
to the contrary contained above:


 


(a)         the
initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing (including the date of any
conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which the next preceding Interest Period expires;


 


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


 


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


 


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


 


2.10       Increased
Costs, Illegality, Etc.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




    	 	-69-	 



     


    

 


(iii)       syndicated
loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly 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 LIBOR with an alternate benchmark rate (including any mathematical or other adjustments
to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar
Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor
Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and 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 written notice that such Required Lenders do not accept such amendment.


 


If no LIBOR Successor
Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as
applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.
  Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of
the affected LIBOR Loans or Interest Periods), and (y) the LIBOR Rate component shall no longer be utilized in determining
the ABR.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation
of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted
such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein.


 


Notwithstanding anything
else herein, any definition of “LIBOR Successor Rate” shall provide that in no event shall such LIBOR Successor Rate
be less than zero for purposes of this Agreement


 


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


 


2.12       Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii),
2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower
use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans
affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer
no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence
of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any
of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.


 




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2.13       Notice
of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Sections
2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 120 days after such Lender has knowledge (or should
have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, or other additional
amounts described in such Sections, such Lender shall not be entitled to compensation under Sections 2.10, 2.11,
3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 121st day prior to the giving
of such notice to the Borrower.


 


2.14       Incremental
Facilities.


 


(a)         The
Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches
of term loans (the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit
Commitments (the “New Revolving Credit Commitments” and together with the New Term Loan Commitments, the “New
Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate
and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall
constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior
to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower
proposes that the New Loan Commitments shall be effective. In connection with the incurrence of any Indebtedness under this Section
2.14, at the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent a certificate certifying
that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable
detail and shall provide the calculations and basis therefor. The Borrower may approach any Lender or any Person (other than a
natural Person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached
to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment.
In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that
(i) no Event of Default (except in connection with an acquisition or investment, no Event of Default under Section 11.1
or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as
applicable, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by
the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements
set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in
connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant
to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall, at the election of the Borrower and
agreed to by Lenders providing such New Term Loan Commitments, be designated as (a) a separate series (a “Series”)
of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this
Agreement.


 


(b)         On
any Increased Amount Date on which New Revolving Credit Commitments (and each Loan made under a New Revolving Credit Commitment
(a “New Revolving Credit Loan”) are effected, subject to the satisfaction of the foregoing terms and conditions,
each of the Lenders with Revolving Credit Commitments of such Class shall assign to each Lender with a New Revolving Credit Commitment
(each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of
the Lenders with Revolving Credit Commitments of such Class, at the principal amount thereof, such interests in the Revolving Credit
Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments
and purchases, the Revolving Credit Loans of such Class will be held by existing Revolving Credit Lenders and New Revolving Loan
Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such
New Revolving Credit Commitments to the Revolving Credit Commitments and each New Revolving Loan Lender and shall become a Lender
with respect to the New Revolving Credit Commitment and all matters relating thereto; provided that the Administrative Agent,
the Swingline Lender and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such
Lender’s or New Revolving Loan Lender’s providing such New Revolving Credit Commitment to the extent such consent,
if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments,
as applicable, to such Lender or New Revolving Loan Lender.


 




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(c)         On
any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the
foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”)
of any Series shall make a Loan to the Borrower (a “New Term Loan” and, together with the New Revolving Credit
Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii)
each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series
and the New Term Loans of such Series made pursuant thereto.


 


(d)         The
terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be on terms and documentation set
forth in the Joinder Agreement as determined by the Borrower; provided that (i) the applicable New Term Loan Maturity Date
of each Series shall be no earlier than the Term A Loan Maturity Date; (ii)  the weighted average life to maturity of all
New Term Loans shall be no shorter than the weighted average life to maturity of the then existing Term A Loans as calculated without
giving effect to any prepayments made in connection with the Term Loans; (iii) the pricing, interest rate margins, discounts, premiums,
rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the Lenders
thereunder;; and (iv)  to the extent such terms and documentation are not consistent with the then existing Term Loans (except
to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent
(it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness,
no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added
for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no
consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable
after the Latest Term Loan Maturity Date).


 


(e)         New
Revolving Credit Commitments shall be identical to the Revolving Credit Commitments of the applicable Class (other than with respect
to upfront fees) and other than the Maturity Date and as set forth in this Section 2.14(e).


 


(f)         Each
Joinder Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement
and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision
of this Section 2.14.


 


(g)         (i)
The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing
Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all
or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term
Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended
Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of
the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term
Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not
be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than
the terms of the Term Loans of the Existing Term Loan Class unless the Lenders of the Term Loans of such applicable Existing Term
Loan Class receive the benefit of such more restrictive terms (a “Permitted Other Provision”); provided,
however, that (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments
of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term
Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization
payments reflected in Section 2.5 or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan
Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iv) of this
Section 2.14(g) below), (y) (A) the interest margins with respect to the Extended Term Loans may be higher or lower than
the interest margins for the Term Loans of such Existing Term Loan Class and/or (B) additional fees, premiums or AHYDO payments
may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated
by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment and to the extent
that any Permitted Other Provision (including a financial maintenance covenant) is added for the benefit of any such Indebtedness,
no consent shall be required by the Administrative Agent or any of the Lenders if such Permitted Other Provision is also added
for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness. Notwithstanding
anything to the contrary in this Section 2.14 or otherwise, no Extended Term Loans may be optionally prepaid prior to the
date on which the Existing Term Loan Class from which they were converted is repaid in full, except in accordance with the last
sentence of Section 5.1(a). No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term
Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series
shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were converted.


 




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(ii)       The
Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments of any Class,
any Extended Revolving Credit Commitments and/or any New Revolving Credit Commitments, each existing at the time of such request
(each, an “Existing Revolving Credit Commitment” and any related revolving credit loans thereunder, “Existing
Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing Revolving Credit Loans together
being referred to as an “Existing Revolving Credit Class”) be converted to extend the termination date thereof
and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Loans
related to such Existing Revolving Credit Commitments (any such Existing Revolving Credit Commitments which have been so extended,
 “Extended Revolving Credit Commitments” and any related Loans, “Extended Revolving Credit Loans”)
and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Revolving Credit
Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of
the Lenders of the applicable Class of Existing Revolving Credit Commitments which such request shall be offered equally to all
such Lenders) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall not
be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than
the terms of the applicable Existing Revolving Credit Commitments (the “Specified Existing Revolving Credit Commitment”)
unless (x) the Lenders providing existing Revolving Credit Loans receive the benefit of such more restrictive terms or (y) any
such provisions apply after the Revolving Credit Termination Date, in each case, to the extent provided in the applicable Extension
Amendment; provided, however, that (w) all or any of the final maturity dates of such Extended Revolving Credit Commitments
may be delayed to later dates than the final maturity dates of the Specified Existing Revolving Credit Commitments, (x) (A) the
interest margins with respect to the Extended Revolving Credit Commitments may be higher or lower than the interest margins for
the Specified Existing Revolving Credit Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing
such Extended Revolving Credit Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause
(A) and (y) the revolving credit commitment fee rate with respect to the Extended Revolving Credit Commitments may be higher
or lower than the revolving credit commitment fee rate for the Specified Existing Revolving Credit Commitment; provided
that, notwithstanding anything to the contrary in this Section 2.14(g) or otherwise, (1) the borrowing and repayment (other
than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Original Revolving Credit
Commitments shall be made on a pro rata basis with all other Original Revolving Credit Commitments and (2) assignments and participations
of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation
provisions applicable to Revolving Credit Commitments and the Revolving Credit Loans related to such Commitments set forth in Section
13.6. No Lender shall have any obligation to agree to have any of its Revolving Credit Loans or Revolving Credit Commitments
of any Existing Revolving Credit Class converted into Extended Revolving Credit Loans or Extended Revolving Credit Commitments
pursuant to any Extension Request. Any Extended Revolving Credit Commitments of any Extension Series shall constitute a separate
Class of revolving credit commitments from the Specified Existing Revolving Credit Commitments and from any other Existing Revolving
Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date).


 


(iii)       Any
Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans, Revolving Credit Commitments,
New Revolving Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or Existing Classes subject to such
Extension Request converted into Extended Term Loans or Extended Revolving Credit Commitments, as applicable, shall notify the
Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of
the amount of its Term Loans, Revolving Credit Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment
of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Term Loans
or Extended Revolving Credit Commitments, as applicable. In the event that the aggregate amount of Term Loans, Revolving Credit
Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or Existing Classes
subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable,
requested pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, New Revolving Credit Commitments or Extended
Revolving Credit Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended
Term Loans or Extended Revolving Credit Commitments, as applicable, on a pro rata basis based on the amount of Term Loans, Revolving
Credit Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment included in each such Extension Election.
Notwithstanding the conversion of any Existing Revolving Credit Commitment into an Extended Revolving Credit Commitment, such Extended
Revolving Credit Commitment shall be treated identically to all other Original Revolving Credit Commitments for purposes of the
obligations of a Revolving Credit Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under
Section 3, except that the applicable Extension Amendment may provide that the Swingline Maturity Date and/or the L/C Facility
Maturity Date may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued
so long as the Swingline Lender and/or the Letter of Credit Issuer, as applicable, have consented to such extensions in their sole
discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension).


 




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(iv)       Extended
Term Loans or Extended Revolving Credit Commitments, as applicable, shall be established pursuant to an amendment (an “Extension
Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this
Section 2.14(g)(iv) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the
consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Credit Commitments,
as applicable, established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. No Extension
Amendment shall provide for any tranche of Extended Term Loans or Extended Revolving Credit Commitments in an aggregate principal
amount that is less than $10,000,000. In addition to any terms and changes required or permitted by Section 2.14(g)(i),
each Extension Amendment (x) shall amend the scheduled amortization payments pursuant to Section 2.5 or the applicable Joinder
Agreement with respect to the Existing Term Loan Class from which the Extended Term Loans were converted to reduce each scheduled
Repayment Amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan
Class is to be converted pursuant to such Extension Amendment (it being understood that the amount of any Repayment Amount payable
with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced
as a result thereof) and (y) may, but shall not be required to, impose additional requirements (not inconsistent with the provisions
of this Agreement in effect at such time) with respect to the final maturity and weighted average life to maturity of New Term
Loans incurred following the date of such Extension Amendment. Notwithstanding anything to the contrary in this Section 2.14(g)
and without limiting the generality or applicability of Section 13.1 to any Section 2.14 Additional Amendments, any Extension
Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any
such additional amendment, a “Section 2.14 Additional Amendment”) to this Agreement and the other Credit Documents;
provided that such Section 2.14 Additional Amendments are within the requirements of Section 2.14(g)(i) and do not
become effective prior to the time that such Section 2.14 Additional Amendments have been consented to (including, without limitation,
pursuant to (1) consents applicable to holders of New Term Loans and New Revolving Credit Commitments provided for in any Joinder
Agreement and (2) consents applicable to holders of any Extended Term Loans or Extended Revolving Credit Commitments provided for
in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such
Section 2.14 Additional Amendments to become effective in accordance with Section 13.1.


 


(v)       Notwithstanding
anything to the contrary contained in this Agreement, (A) on any date on which any Existing Class is converted to extend the related
scheduled maturity date(s) in accordance with clauses (i) and/or (ii) above (an “Extension Date”),
(I) in the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans
shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender
on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended
Term Loans so established on such date), and (II) in the case of the Specified Existing Revolving Credit Commitments of each Extending
Lender, the aggregate principal amount of such Specified Existing Revolving Credit Commitments shall be deemed reduced by an amount
equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted by such Lender on such date, and
such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments from the Specified
Existing Revolving Credit Commitments and from any other Existing Revolving Credit Commitments (together with any other Extended
Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Loans of any Extending Lender
are outstanding under the applicable Specified Existing Revolving Credit Commitments, such Loans (and any related participations)
shall be deemed to be allocated as Extended Revolving Credit Loans (and related participations) and Existing Revolving Credit Loans
(and related participations) in the same proportion as such Extending Lender’s Specified Existing Revolving Credit Commitments
to Extended Revolving Credit Commitments.


 




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(vi)       The
Administrative Agent and the Lenders (other than the Swingline Lender to the extent such consent is expressly required by this
Section 2.14) hereby consent to the consummation of the transactions contemplated by this Section 2.14 (including,
for the avoidance of doubt, payment of any interest, fees, or premium in respect of any Extended Term Loans and/or Extended Revolving
Credit Commitments on such terms as may be set forth in the relevant Extension Amendment) and hereby waive the requirements of
any provision of this Agreement (including, without limitation, any pro rata payment or amendment section) or any other Credit
Document that may otherwise prohibit or restrict any such extension or any other transaction contemplated by this Section 2.14.


 


2.15       [Reserved].


 


2.16       Defaulting
Lenders.


 


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


 


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


 


(ii)       Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 13.8 shall be applied at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the Letter of Credit Issuer or Swingline Lender hereunder; third, to Cash Collateralize the Letter of Credit Issuer’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 3.8; fourth, as the Borrower
may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined
by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash
Collateralize the Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect
to future Letters of Credit issued under this Agreement, in accordance with Section 3.8; sixth, to the payment of
any amounts owing to the Borrower, the Lenders, the Letter of Credit Issuer or Swingline Lender as a result of any judgment of
a court of competent jurisdiction obtained by the Borrower, any Lender, the Letter of Credit Issuer or the Swingline Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not
fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when
the conditions set forth in Section 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of,
and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans
of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C
Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect
to Section 2.16(a)(iv).  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 




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(iii)       Certain
Fees.


 


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


 


(B)       Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its applicable percentage of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 3.8.


 


(C)       With
respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above,
the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting
Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting
Lender pursuant to clause (iv) below, (y) pay to the Letter of Credit Issuer the amount of any such fee otherwise
payable to such Defaulting Lender to the extent allocable to such Letter of Credit’s Fronting Exposure to such Defaulting
Lender, and (z) not be required to pay the remaining amount of any such fee.


 


(iv)       Reallocation
of Applicable Percentages to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation
in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the
extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed
such Non-Defaulting Lender’s Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim
of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim
of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)       Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only
partially, be effected, the Borrower shall, without prejudice to any right or remedy available to them hereunder or under applicable
law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second,
Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 3.8.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender, and the Letter of Credit Issuer agree in writing
that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other
Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans
and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in
accordance with their Revolving Credit Commitment Percentages (without giving effect to Section 2.16(a)(iv)), whereupon
such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.


 




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Section 3             Letters of Credit


 


3.1         Letters
of Credit.


 


(a)         Subject
to and upon the terms and conditions herein set forth, at any time and from time to time after the Restatement Effective Date and
prior to the L/C Facility Maturity Date, the Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit
Lenders set forth in this Section 3, to issue from time to time from the Restatement Effective Date through the L/C Facility Maturity
Date for the account of the Borrower (or, so long as the Borrower is the primary obligor, for the account of Holdings or any Restricted
Subsidiary (other than the Borrower)) letters of credit (the “Letters of Credit” and each, a “Letter
of Credit”) in such form as may be approved by the Letter of Credit Issuer in its reasonable discretion. Each Existing
Letter of Credit shall be deemed to have been issued under this Agreement by the applicable Letter of Credit Issuer on the Restatement
Effective Date.


 


(b)         Notwithstanding
the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding
at such time, would exceed the Letter of Credit Commitment then in effect (or with respect to any Letter of Credit Issuer, exceed
such Letter of Credit Issuer’s Letter of Credit Commitment); (ii) no Letter of Credit shall be issued the Stated Amount of
which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to
exceed the Total Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall have an expiration date occurring
no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that
in no event shall such expiration date occur later than the L/C Facility Maturity Date, in each case, unless otherwise agreed upon
by the Administrative Agent, the Letter of Credit Issuer and, unless such Letter of Credit has been Cash Collateralized or backstopped
(in the case of a backstop only, on terms reasonably satisfactory to such Letter of Credit Issuer), the Revolving Credit Lenders;
(iv) the Letter of Credit shall be denominated in Dollars; (v) no Letter of Credit shall be issued if it would be illegal under
any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor; and (vi) no Letter
of Credit shall be issued by the Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative
Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until
such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or
parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions
of Section 13.1.


 


(c)         Upon
at least two Business Days’ prior written notice to the Administrative Agent and the Letter of Credit Issuer (which notice
the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently
to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination
or reduction, the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment (or with respect to a Letter of
Credit Issuer, the Letters of Credit outstanding with respect to Letters of Credit issued by such Letter of Credit Issuer shall
not exceed such Letter of Credit Issuer’s Letter of Credit Commitment).


 


(d)         [Reserved].


 


(e)         The
Letter of Credit Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(i)       any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Letter of Credit
Issuer from issuing such Letter of Credit, or any law applicable to the Letter of Credit Issuer or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit,
or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or
capital requirement (in each case, for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect
on the Restatement Effective Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which
was not applicable on the Restatement Effective Date and which the Letter of Credit Issuer in good faith deems material to it;


 




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(ii)        the
issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer applicable to letters of credit
generally;


 


(iii)       except
as otherwise agreed by the Letter of Credit Issuer, such Letter of Credit is in an initial Stated Amount less than $50,000, in
the case of a commercial Letter of Credit, or $10,000, in the case of a standby Letter of Credit;


 


(iv)       such
Letter of Credit is denominated in a currency other than Dollars;


 


(v)        such
Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or


 


(vi)       a
default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender
is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory
to the Letter of Credit Issuer to eliminate the Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender
or such risk has been reallocated in accordance with Section 2.16.


 


(f)         The
Letter of Credit Issuer shall not increase the Stated Amount of any Letter of Credit if the Letter of Credit Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.


 


(g)         The
Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit Issuer would have
no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of Credit.


 


(h)         The
Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it
and the documents associated therewith and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided
to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Letter of Credit Issuer
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 Section 13 included the Letter of Credit
Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer.


 


3.2         Letter
of Credit Requests.


 


(a)         Whenever
the Borrower desires that a Letter of Credit be issued for its account or amended, the Borrower shall give the Administrative Agent
and the Letter of Credit Issuer a Letter of Credit Request by no later than 1:00 p.m. (New York City time) at least four Business
Days (or such other period as may be agreed upon by the Borrower, the Administrative Agent and the Letter of Credit Issuer) prior
to the proposed date of issuance or amendment. Each Letter of Credit Request shall be executed by the Borrower. Such Letter of
Credit Request may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system
provided by the Letter of Credit Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer.


 


(b)         In
the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and detail
reasonably satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the Stated 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 identity of the applicant; and (H) such other matters
as the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Request shall specify in form and detail reasonably satisfactory to the Letter of Credit Issuer (I) the Letter
of Credit to be amended; (II) the proposed date of amendment thereof (which shall be a Business Day); (III) the nature of the proposed
amendment; and (IV) such other matters as the Letter of Credit Issuer may reasonably require. Additionally, the Borrower shall
furnish to the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or the Administrative Agent
may reasonably require.


 




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(c)         Unless
the Letter of Credit Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Credit
Party, at least one Business Day prior to the requested date of issuance or amendment of the Letter of Credit, that one or more
applicable conditions contained in Sections 6 (solely with respect to any Letter of Credit issued on the Restatement Effective
Date) and 7 shall not then be satisfied to the extent required thereby, then, subject to the terms and conditions hereof,
the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or, so long
as the Borrower is the primary obligor, for the account of Holdings or another Restricted Subsidiary) or enter into the applicable
amendment, as the case may be, in each case in accordance with the Letter of Credit Issuer’s usual and customary business
practices.


 


(d)         If
the Borrower so requests in any Letter of Credit Request, the Letter of Credit Issuer shall agree to issue a Letter of Credit that
has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such
Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension 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 and the
Borrower not later than a day (the “Non-Extension 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 Letter of Credit Issuer, the Borrower shall
not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Facility Maturity Date, unless
otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer; provided, however, that the Letter
of Credit Issuer shall not permit any such extension if (A) the Letter of Credit Issuer has reasonably determined that it would
not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under
the terms hereof (by reason of the provisions of clause (b) of Section 3.1 or otherwise), or (B) it has received
written notice on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent,
any Lender or the Borrower that one or more of the applicable conditions specified in Sections 6 and 7 are not then
satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension.


 


(e)         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 Letter of Credit Issuer will also deliver to the Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment. On the first Business Day of each month, the Letter of Credit Issuer shall
provide the Administrative Agent a list of all Letters of Credit issued by it that are outstanding at such time.


 


(f)         The
making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that the Letter of
Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b).


 


3.3         Letter
of Credit Participations.


 


(a)         Immediately
upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold
and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3,
an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have
purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation
(each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage
in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this
Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit
Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section
4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees.


 




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(b)         In
determining whether to pay under any Letter of Credit, the relevant Letter of Credit Issuer shall have no obligation relative to
the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered
and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be
taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted
in the absence of gross negligence or willful misconduct as determined in the final non-appealable judgment of a court of competent
jurisdiction, shall not create for the Letter of Credit Issuer any resulting liability.


 


(c)         In
the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower
shall not have repaid such amount in full to the respective Letter of Credit Issuer through the Administrative Agent pursuant to
Section 3.4(a), the Administrative Agent shall promptly notify each L/C Participant of such failure, and each L/C Participant
shall promptly and unconditionally pay to the Administrative Agent for the account of the Letter of Credit Issuer, the amount of
such L/C Participant’s Revolving Credit Commitment Percentage of such unreimbursed payment in Dollars and in immediately
available funds. If and to the extent such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of
the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, such L/C Participant
agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together
with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account
of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative,
processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing.
The failure of any L/C Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer
its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant
of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving
Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no L/C Participant
shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent such other L/C
Participant’s Revolving Credit Commitment Percentage of any such payment.


 


(d)         Whenever
the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent
has received for the account of the Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c)
above, the Administrative Agent shall promptly pay to each L/C Participant that has paid its Revolving Credit Commitment Percentage
of such reimbursement obligation, in Dollars and in immediately available funds, an amount equal to such L/C Participant’s
share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by
all L/C Participants) of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the
purchase of the respective L/C Participations at the Overnight Rate.


 


(e)         The
obligations of the L/C Participants to make payments to the Administrative Agent for the account of the Letter of Credit Issuer
with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification
or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances.


 


(f)         If
any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 3.3(c)
is required to be returned, each Lender shall pay to the Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Credit Commitment 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 Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 




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3.4         Agreement
to Repay Letter of Credit Drawings.


 


(a)         The
Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment with respect to any drawing under any Letter
of Credit in the same currency in which such drawing was made unless the Letter of Credit Issuer (at its option) shall have specified
in the notice of drawing that it will require reimbursement in Dollars. Any such reimbursement shall be made by the Borrower to
the Administrative Agent in immediately available funds for any payment or disbursement made by the Letter of Credit Issuer under
any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”) no later than the date
that is one Business Day after the date on which the Borrower receives written notice of such payment or disbursement (the “Reimbursement
Date”), with interest on the amount so paid or disbursed by the Letter of Credit Issuer, to the extent not reimbursed
prior to 5:00 p.m. (New York City time) on the Reimbursement Date, from the Reimbursement Date to the date the Letter of Credit
Issuer is reimbursed therefor at a rate per annum that shall at all times be the Applicable Margin for ABR Loans that are Revolving
Credit Loans plus the ABR as in effect from time to time, provided that, notwithstanding anything contained in this
Agreement to the contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit
Issuer prior to 1:00 p.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter
of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have
given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Revolving Credit Lenders make Revolving Credit
Loans (which shall be denominated in Dollars and which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing
and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit
Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to
the Borrower in Dollars in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage
of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving
Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing
Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter
of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit
that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such
Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter
of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter
of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings
made in respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such Letter of Credit
expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving
Credit Loans that have not been paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction.
Nothing in this Section 3.4(a) shall affect the Borrower’s obligation to repay all outstanding Revolving Credit Loans
when due in accordance with the terms of this Agreement.


 


(b)         The
obligation of the Borrower to reimburse the Letter of Credit Issuer for each drawing under each Letter of Credit and to repay each
L/C 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 this Agreement or any of the other Credit Documents;


 


(ii)       the
existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a
Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative
Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit,
the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and
the beneficiary named in any such Letter of Credit);


 


(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;


 




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(iv)       waiver
by the Letter of Credit Issuer of any requirement that exists for the Letter of Credit Issuer’s protection and not the protection
of the Borrower (or Holdings or other Restricted Subsidiary) or any waiver by the Letter of Credit Issuer which does not in fact
materially prejudice the Borrower (or Holdings or other Restricted Subsidiary);


 


(v)       any
payment made by the Letter of Credit Issuer in respect of an otherwise complying item presented after the date specified as the
expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date
is authorized by the UCC or the ISP;


 


(vi)       any
payment by the Letter of Credit Issuer 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 the Letter of Credit Issuer 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 the Bankruptcy Code;


 


(vii)      honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(viii)     any
adverse change in any relevant exchange rates or in the relevant currency markets generally; or


 


(ix)       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 (or Holdings or other Restricted Subsidiary)
(other than the defense of payment or performance).


 


(c)         The
Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit
Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence
on the part of the Letter of Credit Issuer as determined in the final non-appealable judgment of a court of competent jurisdiction.


 


3.5         Increased
Costs. If after the Restatement Effective Date, the adoption of any applicable law, treaty, rule, or regulation, or any change
therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C
Participant with any request or directive made or adopted after the Restatement Effective Date (whether or not having the force
of law), by any such authority, central bank or comparable agency shall either (x) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s
L/C Participation therein, or (y) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting
its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such
L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the
Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce
the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including
any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to Indemnified Taxes,
Excluded Taxes or Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written
demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall
be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit
issued on account of the Borrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit
Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such
L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer
or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant
to any request or directive to comply with, any such law, rule or regulation as in effect on the Restatement Effective Date. A
certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy
of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting
forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate
the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly
demonstrable error.


 




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3.6         New
or Successor Letter of Credit Issuer.


 


(a)         A
Letter of Credit Issuer may resign as the Letter of Credit Issuer upon 60 days’ prior written notice to the Administrative
Agent, the Lenders, Holdings, and the Borrower. The Borrower may replace a Letter of Credit Issuer for any reason upon written
notice to the Administrative Agent and the Letter of Credit Issuer. The Borrower may add Letter of Credit Issuers at any time upon
notice to the Administrative Agent. If the Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall decide
to add a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint from among the Lenders a successor issuer
of Letters of Credit or a new Letter of Credit Issuer, as the case may be, or, with the consent of the Administrative Agent (such
consent not to be unreasonably withheld or delayed), another successor or new issuer of Letters of Credit, whereupon such successor
issuer accepting such appointment shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit
Issuer under this Agreement and the other Credit Documents, or such new issuer of Letters of Credit accepting such appointment
shall be granted the rights, powers and duties of the Letter of Credit Issuer hereunder, and the term Letter of Credit Issuer shall
mean such successor or such new issuer of Letters of Credit effective upon such appointment. At the time such resignation or replacement
shall become effective, the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued and unpaid fees
applicable to the Letters of Credit pursuant to Sections 4.1(b) and 4.1(d). The acceptance of any appointment as
the Letter of Credit Issuer hereunder whether as a successor issuer or new issuer of Letters of Credit in accordance with this
Agreement, shall be evidenced by an agreement entered into by such new or successor issuer of Letters of Credit, in a form reasonably
satisfactory to the Borrower and the Administrative Agent and, from and after the effective date of such agreement, such new or
successor issuer of Letters of Credit shall become the Letter of Credit Issuer hereunder. After the resignation or replacement
of the Letter of Credit Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall remain a party hereto and shall
continue to have all the rights and obligations of the Letter of Credit Issuer under this Agreement and the other Credit Documents
with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional
Letters of Credit. In connection with any resignation or replacement pursuant to this clause (a) (but, in case of any such
resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the Borrower,
the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding
Letters of Credit issued by the resigning or replaced Letter of Credit Issuer replaced with Letters of Credit issued by the successor
issuer of Letters of Credit or (ii) the Borrower shall cause the successor issuer of Letters of Credit, if such successor
issuer is reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters
of Credit naming the resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter of Credit issued
by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall be denominated in the same currency as,
and shall have a face amount equal to, the Letters of Credit being back-stopped and the sole requirement for drawing on such new
Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Letter
of Credit Issuer’s resignation or replacement as Letter of Credit Issuer, the provisions of this Agreement relating to the
Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was the Letter
of Credit Issuer under this Agreement or (B) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.


 


(b)         To
the extent there are, at the time of any resignation or replacement as set forth in clause (a) above, any outstanding Letters
of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with respect
to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of Fees or the reimbursement
or funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer
of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in clause (a) above.


 




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3.7         Role
of Letter of Credit Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Letter
of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, the Administrative Agent,
any of their respective Affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall be liable
to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Revolving
Credit Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in the
final non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability
of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption
is not intended to, and shall not, preclude the Borrower’s pursuit of such rights and remedies as they may have against the
beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuer, the Administrative Agent, any
of their respective Affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall be liable or
responsible for any of the matters described in Section 3.3(b); provided that anything in such Section to the contrary
notwithstanding, the Borrower may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable
to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered
by the Borrower which the Borrower proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence
or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined
in the final non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing,
the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.


 


The Letter of Credit
Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank
Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means
of communicating with a beneficiary.


 


3.8        Cash
Collateral.


 


(a)         Certain
Credit Support Events. Upon the written request of the Administrative Agent or the Letter of Credit Issuer, if (i) as of the
L/C Facility Maturity Date, any L/C Obligation for any reason remains outstanding, (ii) the Borrower shall be required to
provide Cash Collateral pursuant to Section 11.13, or (iii) the provisions of Section 2.16(a)(v) are in effect,
the Borrower shall immediately (in the case of clause (ii) above) or within one Business Day (in all other cases) following
any written request by the Administrative Agent or the Letter of Credit Issuer, provide Cash Collateral in an amount not less than
the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iii)
above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).


 


(b)         Grant
of Security Interest.  The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby
grant to (and subject to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Letter of Credit
Issuer and the Lenders, and agree to maintain, a first priority security interest in all such cash, deposit accounts and all balances
therein as described in Section 3.8(a), and all other property so provided as collateral pursuant hereto, and in all proceeds
of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 3.8(c). 
If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than
the Administrative Agent or the Letter of Credit Issuer as herein provided, other than Permitted Liens, or that the total amount
of such Cash Collateral is less than the Minimum Collateral Amount (including, without limitation, as a result of exchange rate
fluctuations), the Borrower will, promptly upon written demand by the Administrative Agent, pay or provide to the Administrative
Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Cash Collateral shall be maintained in blocked,
interest bearing deposit accounts with the Administrative Agent. The Borrower shall pay on demand therefor from time to time all
customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement
of Cash Collateral.


 




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(c)         Application. 
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 3.8
or Sections 2.16, 5.2, or 11.13 in respect of Letters of Credit shall be held and applied to the satisfaction
of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to
any other application of such property as may otherwise be provided for herein.


 


(d)         Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 13.6(b)(ii)) or there is no longer existing an Event of Default) or (ii) the determination by the
Administrative Agent and the Letter of Credit Issuer that there exists excess Cash Collateral.


 


3.9         Applicability
of ISP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the applicable Borrower when a Letter of Credit
is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby
Letter of Credit. Notwithstanding the foregoing, the Letter of Credit Issuer shall not be responsible to the Borrower for, and
the Letter of Credit Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of
the Letter of Credit Issuer required or permitted under any law, order, or practice that is required or permitted to be applied
to any Letter of Credit or this Agreement, including the applicable law or any order of a jurisdiction where the Letter of Credit
Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official
commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association
(BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law
or practice.


 


3.10       Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control and any grant of security interest in any Issuer Documents shall be void.


 


3.11       Letters
of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, Holdings or a Restricted Subsidiary, the Borrower shall be obligated to
reimburse the Letter of Credit Issuer 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 Holdings or any other Restricted Subsidiaries inures to the benefit of
the Borrower and that the Borrower’s business derives substantial benefits from the businesses of Holdings and the other
Restricted Subsidiaries.


 


3.12       Provisions
Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving
Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the Letter of Credit Issuer
which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter
of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained
shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to
purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Sections 3.3
and 3.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such
non-terminating tranches up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments
thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii)
to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such
Letter of Credit in accordance with Section 3.8. Upon the maturity date of any tranche of Revolving Credit Commitments,
the sublimit for Letters of Credit may be reduced as agreed between the Letter of Credit Issuer and the Borrower, without the consent
of any other Person.


 




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Section 4             Fees


 


4.1         Fees.


 


(a)         Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender
(in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (the “Commitment
Fee”) for each day from the Restatement Effective Date to the Revolving Credit Termination Date. Each Commitment Fee
shall be payable (x) quarterly in arrears on the last Business Day of March, June, September and December and (y) on the Revolving
Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x)
above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on
such day on the Available Commitment in effect on such day.


 


(b)         Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Revolving Credit Lenders
pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit issued on the Borrower’s
or any of the other Restricted Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from
the date of issuance of such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate for
each day equal to the Applicable Margin for Commitment Fee Rate. Except as provided below, such Letter of Credit Fees shall be
due and payable (x) quarterly in arrears on the last Business Day of March, June, September and December and (y) on the date upon
which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.


 


(c)         Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for its own account, administrative agent fees
as have been previously agreed in writing or as may be agreed in writing from time to time.


 


(d)         Without
duplication, the Borrower agrees to pay to the Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued
by it to the Borrower (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit
to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the actual daily
Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter
of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of March, June,
September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit
Outstanding shall have been reduced to zero.


 


(e)         Without
duplication, the Borrower agrees to pay directly to the Letter of Credit Issuer in Dollars upon each issuance or renewal of, drawing
under, and/or amendment of, a Letter of Credit issued by it such amount as shall at the time of such issuance or renewal of, drawing
under, and/or amendment be the processing charge that the Letter of Credit Issuer is customarily charging for issuances or renewals
of, drawings under or amendments of, letters of credit issued by it.


 


(f)         Notwithstanding
the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1.


 


(g)         Except
as otherwise expressly provided, such fees as stipulated in this Section 4.1 shall be fully earned when paid and shall not
be refundable for any reason whatsoever.


 




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4.2         Voluntary
Reduction of Revolving Credit Commitments. Upon at least two Business Days’ prior written notice to the Administrative
Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the
Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving
Credit Commitments in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently
to reduce the Revolving Credit Commitment of each of the Lenders of any applicable Class, except that (i) notwithstanding
the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section
2.14(g), the Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments
on such date shall be reduced in an amount equal to the amount of Revolving Credit Commitments so extended on such date (provided
that (x) after giving effect to any such reduction and to the repayment of any Revolving Credit Loans made on such date, the Revolving
Credit Exposure of any such Lender does not exceed the Revolving Credit Commitment thereof and (y) for the avoidance of doubt,
any such repayment of Revolving Credit Loans contemplated by the preceding clause shall be made in compliance with the requirements
of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after
giving effect to any conversion pursuant to Section 2.14(g) of Revolving Credit Commitments and Revolving Credit Loans into
Extended Revolving Credit Commitments and Extended Revolving Credit Loans pursuant to Section 2.14(g) prior to any reduction
being made to the Revolving Credit Commitment of any other Lender) and (ii) the Borrower may at its election permanently reduce
the Revolving Credit Commitment of a Defaulting Lender to $0 without affecting the Revolving Credit Commitments of any other Lender,
(b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $5,000,000, and (c) after giving
effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement,
the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Total Revolving Credit Commitment and
the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class shall not exceed the aggregate Revolving
Credit Commitment of such Class.


 


4.3         Mandatory
Termination of Commitments.


 


(a)         The
Term A Loan Commitment shall terminate in full on the Restatement Effective Date immediately following the funding of the Term
A Loan thereunder.


 


(b)         The
Revolving Credit Commitment shall terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity Date.


 


(c)         The
Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on the Swingline Maturity Date.


 


(d)         The
New Term Loan Commitment for any Series shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00
p.m. (New York City time) on the Increased Amount Date for such Series.


 


Section 5              Payments


 


5.1         Voluntary
Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans, Revolving Credit Loans, and Swingline
Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in
part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative
Agent’s Office notice of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans)
the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York
City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans),
one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted
by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2) each partial prepayment of
(i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any
ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof,
and (iii) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided
that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant
to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans, and (3) in the case of any
prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable
thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth
in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any
amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1
shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Such notice may be given by telephone; provided
that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written notice of prepayment.
Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of
Term Loans as the Borrower may specify and (b) applied to reduce any Term A Loan Repayment Amounts, New Term Loan Repayment Amounts,
and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as
the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1,
such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.


 




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5.2         Mandatory
Prepayments.


 


(a)         Term
Loan Prepayments.


 


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


 


(ii)         [Reserved.]


 


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


 


(iv)         Notwithstanding
any other provisions of this Section 5.2, (A) to the extent that any or all of the Net Cash Proceeds of any Prepayment Event
by a Foreign Subsidiary giving rise to a prepayment pursuant to clause (i) above (a “Foreign Prepayment Event”)
are prohibited or delayed by any Requirement of Law from being repatriated to the Credit Parties, an amount equal to the portion
of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in clauses (i)
and (ii) above, as the case may be, but only so long, as the applicable Requirement of Law will not permit repatriation
to the Credit Parties (the Credit Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions
reasonably required by the applicable Requirement of Law to permit repatriation), and once a repatriation of any of such affected
Net Cash Proceeds is permitted under the applicable Requirement of Law, an amount equal to such Net Cash Proceeds will be promptly
(and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be
payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of
the Loans pursuant to clauses (i) and (ii) above, as applicable, and (B) to the extent that the Borrower has determined
in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Prepayment Event would have a material adverse
tax consequence with respect to such Net Cash Proceeds, an amount equal to the Net Cash Proceeds so affected may be retained by
the applicable Foreign Subsidiary; provided that in the case of this clause (B), on or before the date on which any
Net Cash Proceeds from any Foreign Prepayment Event so retained would otherwise have been required to be applied to reinvestments
or prepayments pursuant to clause (i) above, (x) the Borrower shall apply an amount equal to such Net Cash Proceeds to such
reinvestments or prepayments as if such Net Cash Proceeds had been received by the Credit Parties rather than such Foreign Subsidiary,
less the amount of any taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (or,
if less, the Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds shall
be applied to the repayment of Indebtedness of a Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including
Section 5 shall be construed to require any Foreign Subsidiary to repatriate cash.


 




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(b)         Repayment
of Revolving Credit Loans. If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures in respect
of any Class of Revolving Loans for any reason exceeds 100% of the Revolving Credit Commitment of such Class then in effect, the
Borrower shall forthwith repay on such date Revolving Loans of such Class in an amount equal to such excess. If after giving effect
to the prepayment of all outstanding Revolving Loans of such Class, the Revolving Credit Exposures of such Class exceed the Revolving
Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in relation
to such Class to the extent of such excess.


 


(c)         Application
to Repayment Amounts. Subject to Section 5.2(f), each prepayment of Term Loans required by Section 5.2(a)(i)
or (ii) shall be allocated pro rata among the Term A Loans, New Term Loans and Extended Term Loans based on the applicable
remaining Repayment Amounts due thereunder and shall be applied within each Class of Term Loans in respect of such Term Loans in
direct order of maturity thereof or as otherwise directed by the Borrower; provided that if any Class of Extended Term Loans
have been established hereunder, the Borrower may allocate such prepayment in its sole discretion to the Term Loans of the Existing
Term Loan Class, if any, from which such Extended Term Loans were converted (except, as to Term Loans made pursuant to a Joinder
Agreement, as otherwise set forth in such Joinder Agreement, or as to a Replacement Term Loan). Subject to Section 5.2(f),
with respect to each such prepayment, the Borrower will, not later than the date specified in Section 5.2(a) for making
such prepayment, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment
to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Term
A Lender, New Term Loan Lender, or Lender of Extended Term Loans, as applicable.


 


(d)         Application
to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the Borrower may, if applicable,
designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, that
if any Lender has provided a Rejection Notice in compliance with Section 5.2(f), such prepayment shall be applied with respect
to the Term Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to the percentage
of such outstanding Term Loans to be prepaid represented by each such Class. In the absence of a Rejection Notice or a designation
by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation
in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.


 


(e)         Application
to Revolving Credit Loans. With respect to each prepayment of Revolving Credit Loans, the Borrower may designate (i) the Types
of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Loans to be prepaid,
provided that (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans;
and (z) notwithstanding the provisions of the preceding clause (y), no prepayment of Revolving Loans shall be applied to
the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower. In the absence of a designation
by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation
in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.


 


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


 




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5.3         Method
and Place of Payment.


 


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


 


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


 


5.4         Net
Payments.


 


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


 


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


 


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


 




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


 


(c)         Tax
Indemnifications. Without limiting the provisions of subsection (a) or (b) above, the Borrower shall indemnify the Administrative
Agent and each Lender, and shall make payment in respect thereof within 15 days after demand therefor, for the full amount of Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section 5.4) payable by the Administrative Agent or such Lender, as the case may be, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability (along with a written statement
setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. If the Borrower reasonably
believes that any such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and/or
each affected Lender will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such Indemnified Taxes
or Other Taxes so long as such efforts would not, in the sole determination of the Administrative Agent or affected Lender, result
in any additional costs, expenses or risks or be otherwise disadvantageous to it.


 


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


 


(e)         Status
of Lenders and Tax Documentation.


 


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


 


(ii)        Without
limiting the generality of the foregoing:


 


(A)        any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent
as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject
to backup withholding or information reporting requirements;


 




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


 


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


 


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


 


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


 


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


 


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


 


(C)        if
a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the 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, to determine whether such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause
(C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and


 


(D)        If
the Administrative Agent is a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall provide
the Borrower with two duly completed original copies of Internal Revenue Service Form W-9. If the Administrative Agent is not a
 “United States person” (as defined in Section 7701(a)(3) of the Code), it shall provide applicable Form W-8 (together
with required accompanying documentation) with respect to payments to be received by it on behalf of the Lenders.


 




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


 


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


 


(g)         For
the avoidance of doubt, for purposes of this Section 5.4, the term “Lender” includes any Letter of Credit Issuer
and any Swingline Lender and the term “applicable law” includes FATCA.


 


(h)         Each
party’s obligations under this Section 5.4 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under the Credit Documents.


 


5.5         Computations
of Interest and Fees.


 


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


 


(b)         Fees
and the average daily Stated Amount of Letters of Credit shall be calculated on the basis of a 360-day year for the actual days
elapsed.


 


5.6         Limit
on Rate of Interest.


 


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


 


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


 




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


 


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


 


Section 6              Conditions Precedent to Initial
Borrowing


 


The obligation of any Lender to make any
Loan hereunder on the Restatement Effective Date is subject to the satisfaction of the following conditions precedent, except as
otherwise agreed between the Borrower and the Administrative Agent.


 


6.1         Credit
Documents.


 


The Administrative Agent (or its counsel)
shall have received the Restatement Agreement, executed and delivered by the Former Agent, each Lender listed on Schedule 1.1(b),
each Letter of Credit Issuer, Holdings, the Borrower and each Guarantor.


 


6.2         Collateral.
Except for any items referred to on Schedule 9.14:


 


(a)       The
Collateral Agent shall have received updated schedules to the Security Agreement;


 


(b)       All
outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary that is directly owned by or on behalf
of any Credit Party and required to be pledged pursuant to the Security Documents shall have been pledged pursuant thereto;


 


(c)       The
Collateral Agent shall have received the certificates representing securities of the Borrower and of each Credit Party’s
Wholly-Owned Restricted Subsidiaries that are Domestic Subsidiaries to the extent required to be delivered under the Security Documents
and pledged under the Security Documents to the extent certificated, accompanied by instruments of transfer and undated stock powers
or allonges endorsed in blank; and


 


(d)       All
Uniform Commercial Code financing statements (and amendments thereto) required to be filed, registered or recorded to create the
Liens intended to be created by any Security Document and perfect such Liens to the extent required by such Security Document shall
have been delivered to the Collateral Agent, and shall be in proper form, for filing, registration or recording.


 


6.3         Legal
Opinions. The Administrative Agent (or its counsel) shall have received the executed legal opinion, in customary form, of (i)
Simpson Thacher & Bartlett LLP, special New York counsel to the Credit Parties and (ii) Kilpatrick Townsend & Stockton
LLP, special Georgia counsel to the Credit Parties. Holdings and the Borrower hereby instruct and agree to instruct the other Credit
Parties to have such counsel deliver such legal opinions.


 




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6.4         Closing
Certificates. The Administrative Agent (or its counsel) shall have received a certificate of (x) each of Holdings and the Borrower,
dated the Restatement Effective Date, substantially in the form of Exhibit E, with appropriate insertions, executed by any
Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant
Secretary of Holdings or the Borrower (or in the case of Holdings any Director or authorized agent of Holdings), as applicable,
and attaching the documents referred to in Section 6.5 and (y) an Authorized Officer certifying compliance with Section
6.7 and 6.10.


 


6.5         Authorization
of Proceedings of the Credit Parties; Corporate Documents. The Administrative Agent shall have received (i) a copy of the resolutions
of the board of directors or other managers of each Credit Party (or a duly authorized committee thereof) authorizing (a) the execution,
delivery, and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in the case
of the Borrower, the extensions of credit contemplated hereunder, (ii) the Certificate of Incorporation and By-Laws, Certificate
of Formation and Operating Agreement or other comparable organizational documents, as applicable, of each Credit Party, and (iii) signature
and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of each Credit Party
executing the Credit Documents to which it is a party.


 


6.6         Fees.
The Agents and Lenders shall have received, substantially simultaneously with the funding of the Term A Loans, fees and, to the
extent invoiced at least three business days prior to the Restatement Effective Date (except as otherwise reasonably agreed by
the Borrower) expenses in the amounts previously agreed in writing to be received on the Restatement Effective Date (which amounts
may, at the Borrower’s option, be offset against the proceeds of the Term A Loans).


 


6.7         Representations
and Warranties; No Default. On the Restatement Effective Date, the condition set forth in Section 7.1 shall be satisfied.


 


6.8         Solvency
Certificate. On the Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive
Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other
senior financial officer of Holdings to the effect that after giving effect to the consummation of the Transactions, Holdings on
a consolidated basis with the Restricted Subsidiaries is Solvent.


 


6.9         KYC
Information.


 


(a)         Upon
the reasonable request of any Lender made at least ten days prior to the Restatement Effective Date, the Borrower shall have provided
to such Lender the documentation and other information so requested in connection with applicable “know your customer”
and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three days prior to the Restatement
Effective Date.


 


(b)         At
least three days prior to the Restatement Effective Date, if the Borrower qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.


 


6.10       Refinancing.
Substantially simultaneously with the funding of the Term A Loans, the Restatement Date Refinancing shall be consummated.


 


6.11       Notice
of Term Loan Borrowing. The Administrative Agent (or its counsel) shall have received a Notice of Borrowing with respect to
the Term A Loan meeting the requirements of Section 2.3.


 


For purposes of determining compliance with
the conditions specified in Section 6 on the Restatement Effective Date, each Lender that has signed the Restatement Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.


 




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Section 7              Conditions Precedent to All
Credit Events on and after the Restatement Effective Date


 


Subject to Section 1.12, the agreement
of each Lender to make any Loan requested to be made by it on any date (excluding (i) Mandatory Borrowings and Revolving Credit
Loans required to be made by the Revolving Credit Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4
and (ii) borrowings under Sections 2.14) and the obligation of the Letter of Credit Issuer to issue Letters of Credit on
any date on or after the Restatement Effective Date is subject to the satisfaction (or waiver) of the following conditions precedent:


 


7.1         No
Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto (other than
any Credit Event pursuant to any Loan made pursuant to Section 2.14(a) (which shall be subject to the terms of Section
2.14(a)) (a) no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties
made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (provided
that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall
be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as
of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all material respects (provided that any such representations
and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all
respects) as of such earlier date); provided solely with respect to any Credit event pursuant to any Incremental Term Loan
made pursuant to Section 2.14(a), in connection with a Permitted Acquisition or other Investment permitted hereunder, all representations
and warranties shall be subject to customary Sungard and “funds certain” provisions as reasonably agreed by the Borrower
and the Administrative Agent.


 


7.2         Notice
of Borrowing; Letter of Credit Request.


 


(a)         Prior
to the making of each Term Loan after the Restatement Effective Date, the Administrative Agent shall have received a Notice of
Borrowing meeting the requirements of Section 2.3.


 


(b)         Prior
to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each
Swingline Loan, the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.3.


 


(c)         Prior
to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter
of Credit Request meeting the requirements of Section 3.2(a).


 


The acceptance of the benefits of each Credit Event shall constitute
a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified in Section 7
above have been satisfied as of that time.


 


Section 8               Representations and Warranties


 


In order to induce the Lenders to enter
into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein, Holdings and the Borrower
make the following representations and warranties to the Lenders, all of which shall survive the execution and delivery of this
Agreement and the making of the Loans and the issuance of the Letters of Credit (it being understood that the following representations
and warranties shall be deemed made with respect to any Foreign Subsidiary only to the extent relevant under applicable law):


 


8.1         Corporate
Status. Each Credit Party (a) is a duly organized and validly existing corporation, limited liability company or other entity
in good standing (if applicable) under the laws of the jurisdiction of its organization and has the corporate, limited liability
company or other organizational power and authority to own its property and assets and to transact the business in which it is
engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all jurisdictions
where it is required to be so qualified, except where the failure to be so qualified would not reasonably be expected to result
in a Material Adverse Effect.


 




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8.2         Corporate
Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and
carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each
Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes
the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms (provided that, with
respect to the creation and perfection of security interests with respect to Indebtedness, Capital Stock and Stock Equivalents
of Foreign Subsidiaries, only to the extent enforceability of such obligation with respect to which Capital Stock and Stock Equivalents
of Foreign Subsidiaries is governed by the Uniform Commercial Code), except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity.


 


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


 


8.4         Litigation.
There are no actions, suits or proceedings pending or, to the knowledge of Holdings or the Borrower, threatened in writing against
Holdings, the Borrower or any of the Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse
Effect.


 


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


 


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


 


8.7         Investment
Company Act. None of Holdings, the Borrower, or any other Restricted Subsidiary is an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


8.8         True
and Complete Disclosure.


 


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


 




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


 


(c)         As
of the Restatement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all
material respects.


 


8.9         Financial
Condition; Financial Statements.


 


(a)         (i)
The unaudited historical consolidated financial information of Holdings set forth in the Lender Presentation, and (ii) the Historical
Financial Statements, in each case present fairly in all material respects the combined financial position of Holdings at the respective
dates of said information, statements and results of operations for the respective periods covered thereby. The financial statements
referred to in clause (a)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied
except to the extent provided in the notes to said financial statements.


 


(b)         There
has been no Material Adverse Effect since the Restatement Effective Date.


 


Each Lender and the Administrative Agent hereby acknowledges
and agrees that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation
of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or
an Event of Default under the Credit Documents.


 


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


 


8.11       Anti-Corruption,
Sanctions and Anti-Money Laundering Compliance. The Credit Parties have instituted and maintained policies and procedures reasonably
designed to promote and achieve compliance with Anti-Corruption Laws and Sanctions and each Credit Party, their respective Subsidiaries,
and to the knowledge of each Credit Party, their respective Related Parties, are in compliance, in all material respects, with
Anti-Corruption Laws, Sanctions, the Trading with the Enemy Act, as amended and Anti-Money Laundering Laws. None of the Credit
Parties, their respective Subsidiaries, and to the knowledge of the Credit Parties, their respective Related Parties, is (a) the
subject or target of Sanctions, (b) included on List of Specially Designated Nationals by the United States Treasury Department’s
Office of Foreign Assets Control (“OFAC”) or any similar list enforced by any other relevant sanctions authority
or (c) is located, organized or resident in a Designated Jurisdiction. No Borrowing or Letter of Credit, use of proceeds or other
transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.


 


8.12       Tax
Matters. Except as would not reasonably be expected to have a Material Adverse Effect, (a) each of Holdings, the Borrower and
each of the other Restricted Subsidiaries has filed all Tax returns required to be filed by it and has timely paid all Taxes payable
by it (whether or not shown on a Tax return and including in its capacity as withholding agent) that have become due, other than
those being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment
of management of Holdings, the Borrower or such Restricted Subsidiary, as applicable) with respect thereto in accordance with GAAP
and (b) each of Holdings, the Borrower and each of the Restricted Subsidiaries has paid, or has provided adequate reserves (in
the good faith judgment of management of Holdings, the Borrower or such Restricted Subsidiary, as applicable) in accordance with
GAAP for the payment of all Taxes not yet due and payable. There is no current or proposed Tax assessment, deficiency or other
claim against Holdings, the Borrower or any Restricted Subsidiary that would reasonably be expected to result in a Material Adverse
Effect.


 




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8.13       Compliance
with ERISA.


 


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


 


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


 


8.14       Subsidiaries.
Schedule 8.14 lists each Subsidiary of Holdings and the Borrower (and the direct and indirect ownership interest of Holdings
and the Borrower therein), in each case existing on the Restatement Effective Date.


 


8.15       Intellectual
Property. Each of Holdings, the Borrower and the other Restricted Subsidiaries owns or has the right to use all Intellectual
Property that is used in or otherwise necessary for the operation of their respective businesses as currently conducted, except
where the failure of the foregoing would not reasonably be expected to have a Material Adverse Effect. The operation of their respective
businesses by each of Holdings, the Borrower, and the other Restricted Subsidiaries does not infringe upon, misappropriate, violate
or otherwise conflict with the Intellectual Property of any third party, except as would not reasonably be expected to have a Material
Adverse Effect.


 


8.16       Environmental
Laws.


 


(a)         Except
as set forth on Schedule 8.16, or as would not reasonably be expected to have a Material Adverse Effect: (i) each of Holdings,
the Borrower, and the other Restricted Subsidiaries and their respective operations and properties are in compliance with all applicable
Environmental Laws; (ii) none of Holdings, the Borrower, or any other Restricted Subsidiary has received written notice of any
Environmental Claim; (iii) none of Holdings, the Borrower, or any Restricted Subsidiary is conducting any investigation, removal,
remedial or other corrective action pursuant to any Environmental Law at any location; and (iv) to the knowledge of the Borrower,
no underground or above ground storage tank or related piping, or any impoundment or other disposal area containing Hazardous Materials
is located at, on or under any Real Estate currently owned or leased by Holdings, the Borrower or any of the Restricted Subsidiaries.


 


(b)         Except
as set forth on Schedule 8.16, none of Holdings, the Borrower or any of the Restricted Subsidiaries has treated, stored,
transported, Released or arranged for disposal or transport for disposal or treatment of Hazardous Materials at, on, under or from
any currently or, formerly owned or operated property nor, to the knowledge of the Borrower, has there been any other Release of
Hazardous Materials at, on, under or from any such properties, in each case, in a manner that would reasonably be expected to have
a Material Adverse Effect.


 


8.17       Properties.


 


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


 




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(b)         Set
forth on Schedule 1.1(a) is a list of each real property owned by any Credit Party as of the Restatement Effective Date
having a Fair Market Value in excess of $20,000,000.


 


8.18       Solvency.
On the Restatement Effective Date (after giving effect to the Transactions) immediately following the making of the Loans and after
giving effect to the application of the proceeds of such Loans, Holdings on a consolidated basis with its Subsidiaries will be
Solvent.


 


8.19       Patriot
Act. On the Restatement Effective Date, the use of proceeds of the Loans will not violate the PATRIOT Act in any material respect.


 


Section 9              Affirmative Covenants


 


Each of Holdings and the Borrower hereby
covenants and agrees that on the Restatement Effective Date and thereafter, until the Commitments, the Swingline Commitment and
each Letter of Credit have terminated or been collateralized in accordance with the terms of this Agreement and the Loans and Unpaid
Drawings, together with interest, Fees and all other Obligations incurred hereunder (other than contingent indemnity obligations,
Secured Hedge Obligations and Secured Cash Management Obligations and Letters of Credit collateralized in accordance with the terms
of this Agreement), are paid in full:


 


9.1         Information
Covenants. The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the
Lenders in accordance with its customary practice):


 


(a)       Annual
Financial Statements. As soon as available and in any event within five days after the date on which such financial statements
are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not
required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year) (commencing with
the fiscal year ending December 28, 2019), the consolidated balance sheets of Holdings and the Restricted Subsidiaries as at the
end of each fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth
comparative consolidated and/or combined figures for the preceding fiscal years, all in reasonable detail and prepared in accordance
with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion
shall not be qualified as to the scope of audit or as to the status of Holdings or any of the Material Subsidiaries (or group of
Subsidiaries that together would constitute a Material Subsidiary) as a going concern (other than any exception, explanatory paragraph
or qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date under
any Indebtedness occurring within one year from the time such opinion is delivered or (ii) any potential inability to satisfy a
financial maintenance covenant on a future date or in a future period).


 


(b)       Quarterly
Financial Statements. As soon as available and in any event within five days after the date on which such financial statements
are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three
quarterly accounting periods in each fiscal year of Holdings (or, if such financial statements are not required to be filed with
the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance
sheets of Holdings and the Restricted Subsidiaries as at the end of such quarterly period and the related consolidated statements
of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such
quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the
last day of the applicable quarterly period, and commencing with the quarter ending September 30, 2019 setting forth comparative
consolidated and/or combined figures for the related periods in the prior fiscal year or, in the case of such consolidated balance
sheet, for the last day of the related period in the prior fiscal year, all of which shall be certified by an Authorized Officer
of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings
and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end
adjustments and the absence of footnotes, and, with respect to fiscal 2014 reporting periods, subject to finalization of the purchase
price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.


 




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(c)       Budgets.
In the event that Holdings (or any Parent Entity) ceases to provide public guidance or provides public guidance that is substantially
less in scope than the most recent annual guidance provided by National Vision Holdings, Inc. prior to the Restatement Effective
Date, within 90 days after the commencement of each fiscal year of Holdings, a budget of Holdings in reasonable detail on an annual
basis for such fiscal year as customarily prepared by management of Holdings for its internal use consistent in scope with the
financial statements provided pursuant to Section 9.1(a), setting forth the principal assumptions upon which such budget
is based (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate
of an Authorized Officer of Holdings or the Borrower stating that such Projections have been prepared in good faith on the basis
of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections,
it being understood and agreed that such Projections and assumptions as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such Projections may differ from the projected results and such differences
may be material.


 


(d)       Officer’s
Certificates. Not later than five days after the delivery of the financial statements provided for in Sections 9.1(a)
and (b), a certificate of an Authorized Officer of Holdings or the Borrower to the effect that no Default or Event of Default
exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, as the case may be, which certificate
shall set forth (i) a specification of any change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries
as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries,
respectively, provided to the Lenders on the Restatement Effective Date or the most recent fiscal year or period, as the case may
be and (ii) the then applicable status and underlying calculations in connection therewith. At the time of the delivery of
the financial statements provided for in Section 9.1(a), a certificate of an Authorized Officer of Holdings or the Borrower
setting forth changes to the legal name, jurisdiction of formation, type of entity and organizational number (or equivalent) to
the Person organized in a jurisdiction where an organizational identification number is required to be included in a Uniform Commercial
Code financing statement, in each case for each Credit Party or confirming that there has been no change in such information since
the Restatement Effective Date or the date of the most recent certificate delivered pursuant to this clause (d), as the
case may be.


 


(e)       Notice
of Default or Litigation. Promptly after an Authorized Officer of Holdings or any of the Restricted Subsidiaries obtains knowledge
thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the
nature thereof, the period of existence thereof and what action Holdings proposes to take with respect thereto and (ii) any litigation
or governmental proceeding pending against Holdings or any of the Subsidiaries that would reasonably be expected to be determined
adversely and, if so determined, to result in a Material Adverse Effect.


 


(f)       Environmental
Matters. Promptly after an Authorized Officer of Holdings or any of the Restricted Subsidiaries obtains knowledge of any one
or more of the following environmental matters, unless such environmental matters would not reasonably be expected to result in
a Material Adverse Effect, notice of:


 


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


 


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


 


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


 




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(g)       Other
Information. Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements
(other than drafts of pre-effective versions of registration statements) with, and reports to, the SEC or any analogous Governmental
Authority in any relevant jurisdiction by Holdings or any of the Restricted Subsidiaries (other than amendments to any registration
statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent),
exhibits to any registration statement and, if applicable, any registration statements on Form S-8) and copies of all financial
statements, proxy statements, notices, and reports that Holdings or any of the Restricted Subsidiaries shall send to the holders
of any publicly issued debt of Holdings and/or any of the Restricted Subsidiaries, in their capacity as such holders, lenders or
agents (in each case to the extent not theretofore delivered to the Administrative Agent pursuant to this Agreement) and, with
reasonable promptness, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf
of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time (including, without
limitation, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance
with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws);
provided, that none of Holdings, the Borrower nor any other Restricted Subsidiary will be required to disclose or permit
the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or
non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their
respective contractors) is prohibited by law, or any binding agreement or (iii) that is subject to attorney client or similar privilege
or constitutes attorney work product.


 


(h)       Patriot
Act/Beneficial Ownership Regulation. Promptly following any request therefor, information and documentation reasonably requested
by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.


 


Notwithstanding the foregoing, the obligations
in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of Holdings
and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or any direct or indirect
parent of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as
applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph,
to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating or other information
that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information
relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand.


 


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


 


Each Credit Party hereby acknowledges and
agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished
pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be
made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic
information.


 




    	 	-102-	 



     


    

 


9.2         Books,
Records, and Inspections. Holdings will, and will cause each Restricted Subsidiary to, permit officers and designated representatives
of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of Holdings and any such
Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection
(and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such
party’s control to permit such inspection), and to examine the books and records of Holdings and any such Subsidiary and
discuss the affairs, finances and accounts of Holdings and of any such Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative
Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants,
to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections
during the continuation of an Event of Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise
rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise
such rights more than one time in any calendar year, which such visit will be at Holdings’ expense, and (c) notwithstanding
anything to the contrary in this Section 9.2, none of Holdings or any of the Restricted Subsidiaries will be required to
disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other
matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure
to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement
binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided,
further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent
contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of Holdings at any time during
normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give Holdings
the opportunity to participate in any discussions with Holdings’ independent public accountants.


 


9.3         Maintenance
of Insurance. (a) Holdings will, and will cause each Material Subsidiary to, at all times maintain in full force and effect,
pursuant to self-insurance arrangements or with insurance companies that Holdings believes (in the good faith judgment of the management
of Holdings) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least
such amounts (after giving effect to any self-insurance which Holdings believes (in the good faith judgment of management of Holdings)
is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective
basis) and against at least such risks (and with such risk retentions) as Holdings believes (in the good faith judgment of management
of Holdings) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective
basis; and will furnish to the Administrative Agent, promptly following written request from the Administrative Agent, information
presented in reasonable detail as to the insurance so carried and (b) with respect to each Mortgaged Property, Holdings will obtain
flood insurance in such total amount as may reasonably be required by the Collateral Agent but in any event in the minimum amount
as required by law, if at any time the area in which any improvements located on any Mortgaged Property is designated a “special
flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor
agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973,
as amended from time to time. Each such policy of insurance shall (i) name the Collateral Agent, on behalf of the Secured Parties
as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain
a loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties as the loss payee thereunder.


 


9.4         Payment
of Taxes. Holdings will pay and discharge, and will cause each of the Restricted Subsidiaries to pay and discharge, all material
Taxes imposed upon it (including in its capacity as a withholding agent) or upon its income or profits, or upon any properties
belonging to it, prior to the date on which material penalties attach thereto, and all lawful material claims in respect of any
Taxes imposed, assessed or levied that, if unpaid, would reasonably be expected to become a material Lien upon any properties of
Holdings or any of the Restricted Subsidiaries; provided that neither Holdings nor any of the Restricted Subsidiaries shall
be required to pay any such Tax that is being contested in good faith and by proper proceedings if it has maintained adequate reserves
(in the good faith judgment of management of Holdings) with respect thereto in accordance with GAAP and the failure to pay would
not reasonably be expected to result in a Material Adverse Effect.


 


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


 




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9.6         Compliance
with Statutes, Regulations, Etc. Holdings will, and will cause each Restricted Subsidiary to, (a) comply with all applicable
laws, rules, regulations, and orders applicable to it or its property, including, without limitation, applicable Sanctions and
Anti-Corruption Laws, as amended, and the rules and regulations promulgated thereunder, and all governmental approvals or authorizations
required to conduct its business, and to maintain all such governmental approvals or authorizations in full force and effect, (b)
comply with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all Environmental
Laws, and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants
obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by Environmental
Laws, and (c) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal, and other actions
required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws, other than such orders and directives which are being timely contested in good faith by proper proceedings,
except in each case of (a), (b), and (c) of this Section 9.6, where the failure to do so would not
reasonably be expected to result in a Material Adverse Effect.


 


9.7         ERISA.
(a) Holdings will furnish to the Administrative Agent promptly following receipt thereof, copies of any documents described in
Sections 101(k) or 101(l) of ERISA that any Credit Party or any of its Subsidiaries may request with respect to any Multiemployer
Plan to which a Credit Party or any of its Subsidiaries is obligated to contribute; provided that if the Credit Parties
or any of their Subsidiaries have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer
Plan, then, upon reasonable request of the Administrative Agent, the Credit Parties shall promptly make a request for such documents
or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative
Agent promptly after receipt thereof; and further provided, that the rights granted to the Administrative Agent in this Section
shall be exercised not more than once during a 12-month period, and (b) Holdings will notify the Administrative Agent promptly
following the occurrence of any ERISA Event or Foreign Plan Event that, alone or together with any other ERISA Events or Foreign
Plan Events that have occurred, would reasonably be expected to result in liability of any Credit Party that would reasonably be
expected to have a Material Adverse Effect.


 


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


 




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9.9         Transactions
with Affiliates. Holdings will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any
of its Affiliates (other than Holdings and the Restricted Subsidiaries) involving aggregate payments or consideration in excess
of $2,500,000 for any individual transaction or series of related transactions on terms that are at least substantially as favorable
to Holdings or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that
is not an Affiliate, as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided
that the foregoing restrictions shall not apply to (a) the payment of fees for management, consulting, and financial services rendered
to Holdings and the Restricted Subsidiaries and customary investment banking fees for services rendered to Holdings and the Subsidiaries
in connection with divestitures, acquisitions, financings and other transactions which payments are approved by a majority of the
board of directors of Holdings in good faith, (b) transactions permitted by Section 10.5, (c) consummation of the Transactions
and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings (or any direct
or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and
other transactions between or among Holdings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity)
in which Holdings or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of Holdings but
for Holdings’ or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary)
to the extent permitted under Section 10, (f) employment and severance arrangements between Holdings and the Restricted
Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements,
stock option plans and other compensatory arrangements) in the ordinary course of business (including loans and advances in connection
therewith), (g) payments by Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing
agreements among Holdings (and any such parent) and the Subsidiaries that are permitted under Section 10.5(b)(15); provided
that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, the Restricted Subsidiaries
and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would have been required
to pay in respect of such foreign, federal, state and/or local taxes for such fiscal year had Holdings, the Restricted Subsidiaries
and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such direct or indirect parent
company of Holdings, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf
of, directors, managers, consultants, officers, employees of Holdings (or any direct or indirect parent thereof) and the Subsidiaries
in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Subsidiaries, (i)
transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement
as in effect as of the Restatement Effective Date, or any amendment, modification, supplement or replacement thereto (so long as
any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when
taken as a whole as compared to the applicable agreement as in effect on the Restatement Effective Date as determined by the Borrower
in good faith), (k) customary payments by Holdings (or any direct or indirect parent) and any Restricted Subsidiaries to the Sponsor
made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking
activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions
with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted
Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary
and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted
Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation
or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the
holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, and (n) any
customary transactions with a Receivables Subsidiary effected as part of a Receivables Facility.


 


9.10       End
of Fiscal Years. Holdings will, for financial reporting purposes, cause each of its, and each of the Restricted Subsidiaries’,
fiscal years to end on dates consistent with past practice; provided, however, that Holdings may, upon written notice
to the Administrative Agent change the financial reporting convention specified above to (x) align the dates of such fiscal year
and for any Restricted Subsidiary whose fiscal years end on dates different from those of Holdings or (y) any other financial reporting
convention (including a change of fiscal year) reasonably acceptable (such consent not to be unreasonably withheld or delayed)
to the Administrative Agent, in which case Holdings and the Administrative Agent will, and are hereby authorized by the Lenders
to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.


 


9.11       Additional
Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, Holdings will cause each
direct or indirect Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Restatement
Effective Date (including pursuant to a Permitted Acquisition), and each other Subsidiary that ceases to constitute an Excluded
Subsidiary, within 60 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the
Administrative Agent may agree in its reasonable discretion), and Holdings may at its option cause any Subsidiary, to execute a
supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee
and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security
Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably
satisfactory to the Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected
security interest in its assets to substantially the same extent as created and perfected by the Credit Parties on the Restatement
Effective Date and pursuant to Section 9.14(d) in the case of such Credit Parties. For the avoidance of doubt, no Credit
  Party or any Restricted Subsidiary that is a Domestic Subsidiary shall be required to take any action outside the United
States to perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument
governed by the law of any jurisdiction other than the United States, any State thereof or the District of Columbia).


 




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9.12       Pledge
of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents
and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing),
the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or
(y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation
with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any
Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by Holdings or any other Credit Party,
(ii) all evidences of Indebtedness in excess of $10,000,000 received by Holdings or any of the Guarantors in connection with
any disposition of assets pursuant to Section 10.4(b), and (iii) any promissory notes executed after the Restatement Effective
Date evidencing Indebtedness in excess of $10,000,000 of Holdings or any Subsidiary that is owing to Holdings or any other Credit
Party, in each case, to be delivered to the Collateral Agent as security for the Obligations accompanied by undated instruments
of transfer executed in blank pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note
among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note
superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any
other party other than Holdings or any other Credit Party, in each case, owed money thereunder, and (iii) such promissory note
indicates on its face that it is subject to the security interest of the Collateral Agent.


 


9.13       Use
of Proceeds.


 


(a)         The
Borrower will use Letters of Credit, Revolving Loans and Swingline Loans for working capital and general corporate purposes (including
any transaction not prohibited by the Credit Documents).


 


(b)         On
the Restatement Effective Date, the Borrower will use the proceeds of the Term A Loans and cash on hand to effect the transactions
contemplated by the Restatement Agreement, including the prepayment of all amounts outstanding (other than contingent obligations)
under the Original Credit Agreement immediately prior the Restatement Effective Date.


 


(c)         Notwithstanding
the foregoing, the Borrower shall not use the proceeds of any Loan in any manner that would make the representations described
in Section 8.11 untrue.


 


9.14       Further
Assurances.


 


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


 


(b)         Subject
to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the
Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive
in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse
tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, if any assets (other than
Excluded Property) (including any real estate or improvements thereto or any interest therein but excluding Capital Stock and Stock
Equivalents of any Subsidiary and excluding any real estate which the Borrower or applicable Credit Party intends to dispose of
pursuant to a Permitted Sale Leaseback so long as actually disposed of within 270 days of acquisition (or such longer period as
the Administrative Agent may reasonably agree)) with a book value in excess of $20,000,000 (at the time of acquisition) are acquired
by Holdings or any other Credit Party after the Restatement Effective Date (other than assets constituting Collateral under a Security
Document that become subject to the Lien of the applicable Security Document upon acquisition thereof) that are of a nature secured
by a Security Document or that constitute a fee interest in real property in the United States, Holdings will notify the Collateral
Agent, and, if requested by the Collateral Agent, Holdings will cause such assets to be subjected to a Lien securing the Obligations
and will take, and cause the other applicable Credit Parties to take, such actions as shall be necessary or reasonably requested
by the Collateral Agent, as soon as commercially reasonable but in no event later than 90 days, unless extended by the Administrative
Agent in its sole discretion, to grant and perfect such Liens consistent with the applicable requirements of the Security Documents,
including actions described in clause (a) of this Section 9.14.


 




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(c)         Any
Mortgage delivered to the Administrative Agent in accordance with the preceding clause (b) shall, if requested by the Collateral
Agent, be received as soon as commercially reasonable but in no event later than 90 days (except as set forth in the preceding
clause (b)), unless extended by the Administrative Agent acting reasonably and accompanied by (x) a policy or policies (or
an unconditional binding commitment therefor to be replaced by a final title policy) of title insurance issued by a nationally
recognized title insurance company, in such amounts as reasonably acceptable to the Administrative Agent not to exceed the Fair
Market Value of the applicable Mortgaged Property, insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property
described therein, free of any other Liens except as expressly permitted by Section 10.2 or as otherwise permitted by the
Administrative Agent and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Borrower, together
with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request but only to the extent such
endorsements are (i) available in the relevant jurisdiction (provided in no event shall the Administrative Agent request
a creditors’ rights endorsement) and (ii) available at commercially reasonable rates, (y) an opinion of local counsel to
the applicable Credit Party in form and substance reasonably acceptable to the Administrative Agent, (z) a completed “Life-of-Loan”
Federal Emergency Management Agency Standard Flood Hazard Determination, and if any improvements on such Mortgaged Property are
located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly
executed by the applicable Credit Parties and (ii) certificates of insurance evidencing the insurance required by Section 9.3
in form and substance reasonably satisfactory to the Administrative Agent, and (aa) an ALTA survey in a form and substance reasonably
acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company
to remove all standard survey exceptions from the title policy related to such Mortgaged Property and issue the endorsements required
in (x) above; provided that no Mortgage shall be executed and delivered until each Lender has received the documents stipulated
in clause (z) above.


 


(d)         Post-Closing
Covenant. Holdings agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described
on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with
respect to such action or such later date as the Administrative Agent may reasonably agree.


 


9.15       Lines
of Business. Holdings and the Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the
character of their business, taken as a whole, from the business conducted by Holdings and the Subsidiaries, taken as a whole,
on the Restatement Effective Date and other business activities which are extensions thereof or otherwise incidental, synergistic,
reasonably related, or ancillary to any of the foregoing (and non-core incidental businesses acquired in connection with any Permitted
Acquisition or permitted Investment).


 


Section 10           Negative Covenants


 


Each of Holdings and the Borrower hereby
covenants and agrees that on the Restatement Effective Date (immediately after consummation of the Acquisition) and thereafter,
until the Commitments, the Swingline Commitment and each Letter of Credit have terminated or been collateralized in accordance
with the terms of this Agreement and the Loans and Unpaid Drawings, together with interest, Fees, and all other Obligations incurred
hereunder (other than contingent indemnity obligations, Secured Hedge Obligations and Secured Cash Management Obligations and Letters
of Credit, collateralized in accordance with the terms of this Agreement), are paid in full:


 


10.1       Limitation
on Indebtedness. Holdings will not, and will not permit any Restricted Subsidiary to create, incur, issue, assume, guarantee
or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)
with respect to any Indebtedness (including Acquired Indebtedness) and Holdings will not issue any shares of Disqualified Stock
and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries
that are not Guarantors, preferred stock; provided that Holdings may incur Indebtedness (including Acquired Indebtedness)
or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness),
issue shares of Disqualified Stock and issue shares of preferred stock, if, after giving effect thereto, the Fixed Charge Coverage
Ratio of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness
(other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing together
with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed the
greater of (x) $35,000,000 and (y) 30.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma
Basis) at any one time outstanding.


 




    	 	-107-	 



     


    

 


The foregoing limitations will not apply
to:


 


(a)       Indebtedness
arising under the Credit Documents;


 


(b)       [Reserved];


 


(c)       (i)
Indebtedness (including any unused commitment) outstanding on the Restatement Effective Date listed on Schedule 10.1 and
(ii) intercompany Indebtedness (including any unused commitment) outstanding on the Restatement Effective Date listed on Schedule
10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party);


 


(d)       Indebtedness
(including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary,
to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal)
or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of
any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary
under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted
Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified
Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred
to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not
exceed the greater of (x) $35,000,000 and (y) 35.0% of Consolidated EBITDA for the most recently ended Test Period (calculated
on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any
Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to
the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary
to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale
Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations);


 


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


 


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


 




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(g)       Indebtedness
of Holdings to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not
the Borrower or a Guarantor is subordinated in right of payment to Holdings’ Guarantee; provided, further,
that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to another Borrower or
another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause;


 


(h)       Indebtedness
of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary; provided that if the Borrower or a Guarantor
incurs such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Guarantor, such Indebtedness is subordinated
in right of payment to the Guarantee of such Guarantor as the case may be; provided, further, that any subsequent
transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case to be an
incurrence of such Indebtedness not permitted by this clause;


 


(i)       shares
of preferred stock of a Restricted Subsidiary issued to Holdings or another Restricted Subsidiary; provided that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to Holdings or another Restricted Subsidiary)
shall be deemed in each case to be an issuance of such shares of preferred stock not permitted by this clause;


 


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


 


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


 


(l)       (i)
Indebtedness, Disqualified Stock and preferred stock of Holdings or any Restricted Subsidiary in an aggregate principal amount
or liquidation preference up to 100% of the net cash proceeds received by Holdings since immediately after the Restatement Effective
Date from the issue or sale of Equity Interests of Holdings or cash contributed to the capital of Holdings (in each case, other
than Excluded Contributions, any Cure Amount or proceeds of Disqualified Stock or sales of Equity Interests to Holdings or any
of its Subsidiaries) as determined in accordance with Sections 10.5(a)(iii)(B) and 10.5(a)(iii)(C) to the extent
such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments,
payments or exchanges pursuant to Section 10.5(b) or to make Permitted Investments (other than Permitted Investments specified
in clauses (i) and (iii) of the definition thereof) and (ii) Indebtedness, Disqualified Stock or preferred stock
of Holdings or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference,
which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred
stock then outstanding and incurred pursuant to this clause (l)(ii), does not at any one time outstanding exceed the greater
of (x) $45,000,000 and (y) 40.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis)
at the time of incurrence (it being understood that any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to
this clause (l)(ii) shall cease to be deemed incurred or outstanding for purposes of this clause (l)(ii) but shall
be deemed incurred for the purposes of the first paragraph of this Section 10.1 from and after the first date on which Holdings
or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or preferred stock under the first paragraph
of this Section 10.1 without reliance on this clause (l)(ii));


 




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


 


(n)       Indebtedness,
Disqualified Stock or preferred stock of (x) Holdings or a Restricted Subsidiary incurred or issued to finance an acquisition,
merger, or consolidation; provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock
and preferred stock that may be incurred pursuant to the foregoing, together with any amounts incurred under the first paragraph
of this Section 10.1 by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $30,000,000
and (y) 30.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at any one time
outstanding, or (y) Persons that are acquired by Holdings or any Restricted Subsidiary or merged into or consolidated with Holdings
or a Restricted Subsidiary in accordance with the terms hereof (including designating an Unrestricted Subsidiary a Restricted Subsidiary);
provided that after giving effect to any such acquisition, merger, consolidation or designation described in this clause
(n), either: (1) Holdings would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of this Section 10.1 or (2) the Fixed Charge Coverage Ratio of Holdings
and the Restricted Subsidiaries is equal to or greater than that immediately prior to such acquisition, merger, consolidation or
designation;


 


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


 


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


 


(q)       (1)
any guarantee by Holdings or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long
as in the case of a guarantee of Indebtedness by a Restricted Subsidiary that is not a Guarantor, such Indebtedness could have
been incurred directly by the Restricted Subsidiary providing such guarantee or (2) any guarantee by a Restricted Subsidiary of
Indebtedness of Holdings;


 


(r)       Indebtedness
of Restricted Subsidiaries that are not Guarantors in an amount not to exceed, in the aggregate at any one time outstanding, the
greater of (x) $15,000,000 and (y) 10.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma
Basis) (it being understood that any Indebtedness incurred pursuant to this clause (r) shall cease to be deemed incurred
or outstanding for purposes of this clause (r) but shall be deemed incurred for the purposes of the first paragraph of this
covenant from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness under the first
paragraph of this covenant without reliance on this clause (r));


 




    	 	-110-	 



     


    

 


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


 


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


 


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


 


(v)       to
the extent constituting Indebtedness, obligations pursuant to the Wal-Mart Agreements;


 


(w)       Indebtedness
in respect of (i) Permitted Other Indebtedness to the extent that the Net Cash Proceeds therefrom are applied to the prepayment
of Term Loans in the manner set forth in Section 5.2(a)(i); and (ii) any refinancing, refunding, renewal or extension of
any Indebtedness specified in subclause (i) above; provided that (x) the principal amount of any such Indebtedness
is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension
(except for any original issue discount thereon and the amount of fees, expenses, and premium and accrued and unpaid interest in
connection with such refinancing) and (y) such Indebtedness otherwise complies with the definition of “Permitted Other Indebtedness”;
and


 


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


 


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


 


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


 




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


 


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


 


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


 


10.2       Limitation
on Liens.


 


(a)          Holdings
will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
property or assets of any kind (real or personal, tangible or intangible) of Holdings or any Restricted Subsidiary, whether now
owned or hereafter acquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any
asset or property of Holdings or any Restricted Subsidiary, except:


 


(i)         in
the case of Subject Liens on any Collateral, if such Subject Lien is a Permitted Lien;


 


(ii)        in
the case of any other asset or property, any Subject Lien if (i) the Obligations are equally and ratably secured with (or on a
senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such
Subject Lien is a Permitted Lien; and


 


(iii)       any
other Subject Lien (without duplication of Liens permitted under clauses (i) and (ii) of this Section 10.2(a)) if (x) the
obligations secured by such Subject Lien (“Junior Lien Indebtedness”) are junior to the Obligations and (y) the assets
or property secured by such Subject Lien are on Collateral (or immediately upon incurring such Junior Lien Indebtedness such assets
or property become Collateral); provided that (i) in the case of Junior Lien Indebtedness that constitutes debt for borrowed
money, such Junior Lien Indebtedness complies with clauses (a), (b), and (c) of the definition of “Permitted Other Indebtedness”
and (ii) in the case of Junior Lien Indebtedness that constitutes debt for borrowed money, the applicable holders of such Junior
Lien Indebtedness (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions
not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents
and shall (A) in the case of the first such issuance of such Junior Lien Indebtedness, the Collateral Agent, the Administrative
Agent and the representative of the holders of such Junior Lien Indebtedness shall have entered into the Second Lien Intercreditor
Agreement and (B) in the case of subsequent issuances of such Junior Lien Indebtedness, the representative for the holders of such
Junior Lien Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof;
and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute
and deliver on behalf of the Secured Parties the Second Lien Intercreditor Agreement contemplated by this clause (ii).


 


(b)       Any
Lien created for the benefit of the Secured Parties pursuant to the preceding paragraph shall provide by its terms that such Lien
shall be automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that gave
rise to the obligation to so secure the Obligations.


 




    	 	-112-	 



     


    

 


10.3        Limitation
on Fundamental Changes. Holdings will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey,
sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties,
except that:


 


(a)       so
long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of Holdings or any other Person
may be merged, amalgamated or consolidated with or into Holdings or the Borrower; provided that (A) Holdings or the Borrower
shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation
is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall
be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia, (2) the
Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under this Agreement and the other Credit
Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent,
(3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the
Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement,
(4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation,
shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee
as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger,
amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee
as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x)
an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability
of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the
Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation, or consolidation does not violate this
Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5)
preserve the enforceability of the Guarantee and the perfection of the Liens created under the applicable Security Documents (it
being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower
under this Agreement);


 


(b)       so
long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of Holdings or any other Person
(in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of
Holdings; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries,
(A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) Holdings shall cause the Person formed by or surviving
any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii)
in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing
or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person
is not already a Guarantor, such Person shall execute a supplement to the Guarantee and the relevant Security Documents in form
and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor,
as applicable, thereunder for the benefit of the Secured Parties, and (iii) Holdings shall have delivered to the Administrative
Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security
Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security
Documents;


 


(c)       the
Transactions may be consummated;


 


(d)       (i)
any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all
of its assets (upon voluntary liquidation or dissolution or otherwise) to Holdings or any other Restricted Subsidiary or (ii) any
Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets
(upon voluntary liquidation or dissolution or otherwise) to any other Credit Party;


 




    	 	-113-	 



     


    

 


(e)       any
Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation
or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other
than a Guarantor shall not exceed the fair value of such assets;


 


(f)       any
Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if Holdings determines in good faith that such liquidation
or dissolution is in the best interests of Holdings and is not materially disadvantageous to the Lenders;


 


(g)       Holdings
and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale,
lease, assignment or disposition, the purpose of which is to effect an Asset Sale (which for purposes of this Section 10.3(g),
will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”)
permitted by Section 10.4 or an investment permitted pursuant to Section 10.5 or an investment that constitutes a
Permitted Investment; and


 


(h)       so
long as no Event of Default has occurred and is continuing or would result therefrom, Holdings or any Restricted Subsidiary may
change its legal form.


 


10.4        Limitation
on Sale of Assets. Holdings will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale, unless:


 


(a)       Holdings
or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed
of; and


 


(b)       except
in the case of a Permitted Asset Swap, if the property or assets sold or otherwise disposed of have a Fair Market Value in excess
of $10,000,000, at least 75% of the consideration therefor received by Holdings or such Restricted Subsidiary, as the case may
be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(i)       any
liabilities (as reflected on Holdings’ most recent consolidated balance sheet or in the footnotes thereto, or if incurred
or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on Holdings’ consolidated
balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance
sheet, as determined in good faith by Holdings) of Holdings, other than liabilities that are by their terms subordinated to the
Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions
relating to such Asset Sale) and for which Holdings and all such Restricted Subsidiaries have been validly released by all applicable
creditors in writing;


 


(ii)       any
securities, notes or other obligations or assets received by Holdings or such Restricted Subsidiary from such transferee that are
converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied
for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following
the closing of such Asset Sale;


 


(iii)       Indebtedness,
other than liabilities that are by their terms subordinated to the Loans, that are of any Restricted Subsidiary that is no longer
a Restricted Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Restricted Subsidiaries have been validly
released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and


 


(iv)       any
Designated Non-Cash Consideration received by Holdings or such Restricted Subsidiary in such Asset Sale having an aggregate Fair
Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iv) that
is at that time outstanding, not to exceed the greater of $85,000,000 or 6.0% of Consolidated Total Assets at the time of the receipt
of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured
at the time received and without giving effect to subsequent changes in value,


 




    	 	-114-	 



     


    

 


shall be deemed to be cash for purposes
of this clause (b) of this provision and for no other purpose.


 


Within the Reinvestment Period
after Holdings’ or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, Holdings or such
Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:


 


(i)        to
prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i); and/or


 


(ii)       to
make investments in the Borrower and its Subsidiaries; provided that Holdings and the Restricted Subsidiaries will be deemed
to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that
generated the Net Cash Proceeds, Holdings or such Restricted Subsidiary has entered into and not abandoned or rejected a binding
agreement to consummate any such investment described in this clause (ii) with the good faith expectation that such Net
Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment
is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, Holdings or such
Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i).


 


(c)       Pending
the final application of any Net Cash Proceeds pursuant to this covenant, Holdings or the applicable Restricted Subsidiary may
apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under the Revolving Credit Facility or any other revolving
credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Agreement.


 


10.5       Limitation
on Restricted Payments.


 


(a)         Holdings
will not, and will not permit any Restricted Subsidiary to, directly or indirectly:


 


(1)        declare
or pay any dividend or make any payment or distribution on account of Holdings’ or any Restricted Subsidiary’s Equity
Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:


 


(A)       dividends
or distributions by Holdings payable in Equity Interests (other than Disqualified Stock) of Holdings or in options, warrants or
other rights to purchase such Equity Interests, or


 


(B)       dividends
or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of
any class or series of securities issued by a Subsidiary other than a Wholly-Owned Subsidiary, Holdings or a Restricted Subsidiary
receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or
series of securities;


 


(2)         purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of Holdings or any direct or indirect parent company
of Holdings, including in connection with any merger or consolidation;


 


(3)         make
any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled
repayment, sinking fund payment or maturity, any Junior Debt of Holdings or any Restricted Subsidiary, other than (A) Indebtedness
permitted under clauses (g) and (h) of Section 10.1 or (B) the purchase, repurchase or other acquisition of
Junior Debt purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each
case due within one year of the date of purchase, repurchase or acquisition; or


 




    	 	-115-	 



     


    

 


(4)        make
any Restricted Investment;


 


(all such payments and other actions set forth in clauses
(1) through (4) above (other than any exception thereto) being collectively referred to as “Restricted Payments”),
unless, at the time of such Restricted Payment:


 


(i)         no
Event of Default shall have occurred and be continuing or would occur as a consequence thereof (or in the case of a Restricted
Investment, no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing or would occur as
a consequence thereof); provided that the foregoing condition shall not apply to amounts attributable to subclause (B)
of clause (iii) below;


 


(ii)        except
in the case of a Restricted Investment, immediately after giving effect to such transaction on a pro forma basis, Holdings could
incur $1.00 of additional Indebtedness under the provisions of the first paragraph of Section 10.1; provided that
the foregoing condition shall not apply to amounts attributable to subclause (B) of clause (iii) below; and


 


(iii)       such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and the Restricted Subsidiaries
after the Restatement Effective Date (including Restricted Payments permitted by clauses (1), (2) (with respect to
the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(C) and (9) of
Section 10.5(b) below, but excluding all other Restricted Payments permitted by Section 10.5(b)), is less than the
sum of (without duplication):


 


(A)       the
Consolidated EBITDA for the period (taken as one accounting period) from the first day of the fiscal quarter during which the Restatement
Effective Date occurs to the end of Holdings’ most recently ended fiscal quarter for which internal financial statements
are available at the time of such Restricted Payment less the product of 1.5 times Holdings’ Fixed Charges for such period,
plus


 


(B)       100%
of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by Holdings since
immediately after the Restatement Effective Date (other than net cash proceeds from Cure Amounts or to the extent such net cash
proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (l)(i) of Section
10.1) from the issue or sale of (x) Equity Interests of Holdings, including Retired Capital Stock, but excluding cash proceeds
and the Fair Market Value of marketable securities or other property received from the sale of (A) Equity Interests to any employee,
director, manager or consultant of Holdings, any direct or indirect parent company of Holdings and Holdings’ Subsidiaries
after the Restatement Effective Date to the extent such amounts have been applied to Restricted Payments made in accordance with
clause (4) of Section 10.5(b) below, and (B) Designated Preferred Stock, and, to the extent such net cash proceeds
are actually contributed to Holdings, Equity Interests of any direct or indirect parent company of Holdings (excluding contributions
of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have
been applied to Restricted Payments made in accordance with clause (4) of Section 10.5(b) below) or (y) Indebtedness
of Holdings or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of Holdings or any direct
or indirect parent company of Holdings; provided that this clause (B) shall not include the proceeds from (a) Refunding
Capital Stock, (b) Equity Interests or Indebtedness that has been converted or exchanged for Equity Interests of Holdings sold
to a Restricted Subsidiary or Holdings, as the case may be, (c) Disqualified Stock or Indebtedness that has been converted
or exchanged into Disqualified Stock or (d) Excluded Contributions, plus


 




    	 	-116-	 



     


    

 


(C)       100%
of the aggregate amount of cash and the Fair Market Value of marketable securities or other property contributed to the capital
of Holdings following the Restatement Effective Date (other than the net cash proceeds from Cure Amounts or to the extent such
net cash proceeds (i) have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (l)(i)
of Section 10.1), (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded Contributions), plus


 


(D)       100%
of the aggregate amount received in cash and the Fair Market Value of marketable securities or other property received by means
of (A) the sale or other disposition (other than to Holdings or a Restricted Subsidiary) of Restricted Investments made by Holdings
and the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Holdings and the Restricted
Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by Holdings
or the Restricted Subsidiaries, in each case, after the Restatement Effective Date; or (B) the sale (other than to Holdings or
a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than
in each case to the extent the Investment in such Unrestricted Subsidiary was made by Holdings or a Restricted Subsidiary pursuant
to clause (7) of Section 10.5(b) below or to the extent such Investment constituted a Permitted Investment) or a
dividend from an Unrestricted Subsidiary after the Restatement Effective Date, plus


 


(E)       in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Restatement Effective Date, the
Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary
as a Restricted Subsidiary, other than to the extent the Investment in such Unrestricted Subsidiary was made by Holdings or a Restricted
Subsidiary pursuant to clause (7) of Section 10.5(b) below or to the extent such Investment constituted a Permitted
Investment, plus


 


(F)       $50,000,000.


 


(b)         The
foregoing provisions of Section 10.5(a) will not prohibit:


 


(1)       the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such
payment would have complied with the provisions of this Agreement;


 


(2)       (a)
the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”)
or Junior Debt of Holdings or any Restricted Subsidiary, or any Equity Interests of any direct or indirect parent company of Holdings,
in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity
Interests of Holdings or any direct or indirect parent company of Holdings to the extent contributed to Holdings (in each case,
other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement
of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section
10.5(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds
of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company
of Holdings) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and
payable on such Retired Capital Stock immediately prior to such retirement;


 


(3)       the
prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value of Junior Debt of Holdings or a Restricted
Subsidiary (i) made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of Holdings,
or a Restricted Subsidiary, as the case may be, which is incurred in compliance with Section 10.1 so long as: (A) the principal
amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value,
if applicable), plus any accrued and unpaid interest on the Junior Debt being so redeemed, defeased, repurchased, exchanged, acquired
or retired for value, plus the amount of any premium (including reasonable tender premiums), defeasance costs and any reasonable
fees and expenses incurred in connection with the issuance of such new Indebtedness, (B) if such Junior Debt is subordinated to
the Obligations, such new Indebtedness is subordinated to the Obligations or the applicable Guarantee at least to the same extent
as such Junior Debt so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired for value, (C) such new Indebtedness
has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Junior Debt being so redeemed,
defeased, repurchased, exchanged, acquired or retired, (D) if such Junior Debt so purchased, exchanged, redeemed, repurchased,
acquired or retired for value is unsecured then such new Indebtedness shall be unsecured and (E) such new Indebtedness has a weighted
average life to maturity equal to or greater than the remaining weighted average life to maturity of the Junior Debt being so redeemed,
defeased, repurchased, exchanged, acquired or retired;


 




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(4)       a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of Holdings or any direct or indirect parent company of Holdings held by any future, present or former
employee, director, manager or consultant of Holdings, any of its Subsidiaries or any direct or indirect parent company of Holdings,
or their estates, descendants, family, spouse or former spouse pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the
avoidance of doubt, any principal and interest payable on any notes issued by Holdings or any direct or indirect parent company
of Holdings in connection with such repurchase, retirement or other acquisition), including any Equity Interests rolled over by
management of Holdings or any direct or indirect parent company of Holdings in connection with the Transactions; provided
that, except with respect to non-discretionary purchases, the aggregate Restricted Payments made under this clause (4) subsequent
to the Restatement Effective Date do not exceed in any calendar year $40,000,000 (with unused amounts in any calendar year being
carried over to succeeding calendar years subject to maximum aggregate Restricted Payments under this clause (without giving effect
to the following proviso) of $60,000,000 in any calendar year; provided, further, that such amount in any calendar
year may be increased by an amount not to exceed: (A) the cash proceeds from the sale of Equity Interests (other than Disqualified
Stock) of Holdings and, to the extent contributed to Holdings, the cash proceeds from the sale of Equity Interests of any direct
or indirect parent company of Holdings, in each case to any future, present or former employees, directors, managers or consultants
of Holdings, any of its Subsidiaries or any direct or indirect parent company of Holdings that occurs after the Restatement Effective
Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of
Restricted Payments by virtue of clause (iii) of Section 10.5(a), plus (B) the cash proceeds of key man life insurance
policies received by Holdings and the Restricted Subsidiaries after the Restatement Effective Date, less (C) the amount of any
Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4); and provided,
further, that cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary from any future, present or former
employees, directors, managers or consultants of Holdings, any direct or indirect parent company of Holdings or any Restricted
Subsidiary, or their estates, descendants, family, spouse or former spouse pursuant in connection with a repurchase of Equity Interests
of Holdings or any direct or indirect parent company of Holdings will not be deemed to constitute a Restricted Payment for purposes
of this Section 10.5 or any other provision of this Agreement;


 


(5)       the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of Holdings or any Restricted Subsidiary
or any class or series of preferred stock of any Restricted Subsidiary, in each case, issued in accordance with Section 10.1
to the extent such dividends are included in the definition of “Fixed Charges”;


 


(6)       (A)
the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified
Stock) issued by Holdings after the Restatement Effective Date; (B) the declaration and payment of dividends to any direct or indirect
parent company of Holdings, the proceeds of which will be used to fund the payment of dividends to holders of any class or series
of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Restatement Effective Date;
provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash
actually contributed to Holdings from the sale of such Designated Preferred Stock; or (C) the declaration and payment of dividends
on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section
10.5(b); provided that, in the case of each of (A), (B), and (C) of this clause (6), for the most recently ended
four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such
Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance
or declaration on a pro forma basis, Holdings and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge
Coverage Ratio of at least 2.00 to 1.00;


 




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(7)       Investments
in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to
this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the
extent the proceeds of such sale do not consist of cash, Cash Equivalents or marketable securities, not to exceed the greater of
(x) $25,000,000 and (y) 25.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis)
at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving
effect to subsequent changes in value);


 


(8)       (i)
payments made or expected to be made by Holdings or any Restricted Subsidiary in respect of withholding or similar taxes payable
upon exercise of Equity Interests by any future, present or former employee, director, manager, or consultant and repurchases of
Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the
exercise price of such options or warrants and (ii) payments or other adjustments to outstanding Equity Interests in accordance
with any management equity plan, stock option plan or any other similar employee benefit plan, agreement or arrangement in connection
with any Restricted Payment;


 


(9)       the
declaration and payment of dividends on Holdings’ common stock (or the payment of dividends to any direct or indirect parent
company of Holdings to fund a payment of dividends on such company’s common stock) of up to 6.00% per annum of the net cash
proceeds received by or contributed to Holdings in or from any public offering, other than public offerings with respect to Holdings’
common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;


 


(10)       Restricted
Payments in an amount that does not exceed the amount of Excluded Contributions made since the Restatement Effective Date;


 


(11)       other
Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause not to
exceed the greater of (x) $105,000,000 and (y) 50.0% of Consolidated EBITDA for the most recently ended Test Period (calculated
on a Pro Forma Basis) at the time made;


 


(12)       distributions
or payments of Receivables Fees;


 


(13)       any
Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts owed
to Affiliates (including dividends to any direct or indirect parent company of Holdings to permit payment by such parent of such
amount), to the extent permitted by Section 9.9 (other than clause (b) thereof), and Restricted Payments in respect
of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition or other Permitted Investment
and to satisfy indemnity and other similar obligations under any Permitted Acquisitions or other Permitted Investments;


 


(14)       other
Restricted Payments; provided that (A) no Event of Default shall have occurred and be continuing or would occur as a consequence
thereof and (B) after giving Pro Forma Effect to such Restricted Payments the Consolidated Total Debt to Consolidated EBITDA Ratio
is equal to or less than 3.00:1.00;


 




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(15)       the
declaration and payment of dividends by Holdings to, or the making of loans to, any direct or indirect parent company of Holdings
in amounts required for any direct or indirect parent company to pay: (A) franchise and excise taxes, and other fees and expenses,
required to maintain its organizational existence, (B) consolidated, combined or similar foreign, federal, state and local income
or similar taxes, to the extent that such income taxes are attributable to the income of Holdings and the Restricted Subsidiaries
and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to
the extent attributable to the income of such Unrestricted Subsidiaries, provided that in each case the amount of such payments
with respect to any fiscal year does not exceed the amount that Holdings, the Restricted Subsidiaries and the Unrestricted Subsidiaries
(to the extent described above) would have been required to pay in respect of such foreign, federal, state and local income or
similar taxes for such fiscal year had Holdings, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described
above) been a stand-alone taxpayer or stand-alone group (separate from any such direct or indirect parent company of Holdings)
for all fiscal years ending after the Restatement Effective Date, (C) customary salary, bonus, and other benefits payable to officers,
employees, directors, and managers of any direct or indirect parent company of Holdings to the extent such salaries, bonuses, and
other benefits are attributable to the ownership or operation of Holdings and the Restricted Subsidiaries, including Holdings’
proportionate share of such amount relating to such parent company being a public company, (D) general corporate or other operating
(including, without limitation, expenses related to auditing or other accounting matters) and overhead costs and expenses of any
direct or indirect parent company of Holdings to the extent such costs and expenses are attributable to the ownership or operation
of Holdings and the Restricted Subsidiaries, including Holdings’ proportionate share of such amount relating to such parent
company being a public company, (E) amounts required for any direct or indirect parent company of Holdings to pay fees and expenses
incurred by any direct or indirect parent company of Holdings related to (i) the maintenance by such parent entity of its corporate
or other entity existence and (ii) transactions of such parent company of Holdings of the type described in clause (xi)
of the definition of “Consolidated Net Income”, (F) cash payments in lieu of issuing fractional shares in connection
with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings or
any such direct or indirect parent company of Holdings, and (G) repurchases deemed to occur upon the cashless exercise of stock
options;


 


(16)       the
repurchase, redemption or other acquisition for value of Equity Interests of Holdings deemed to occur in connection with paying
cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse
share split, merger, consolidation, amalgamation or other business combination of Holdings, in each case, permitted under this
Agreement;


 


(17)       the
distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);
and


 


(18)       the
making of any principal payment on, or redeeming, repurchasing, defeasing or otherwise acquiring or retiring for value in each
case, prior to any scheduled repayment, sinking fund payment or maturity, any Junior Debt of Holdings or any Restricted Subsidiary
in an amount not in excess of the greater of $30,000,000 and 25% of Consolidated EBITDA for the most recently ended Test Period
(calculated on a Pro Forma Basis).


 


provided that at the time of, and after giving effect
to, any Restricted Payment permitted under clauses (10) (but only if the Excluded Contribution was made more than six
months prior to such time), (11), (14), and (18), no Event of Default shall have occurred and be continuing
or would occur as a consequence thereof (or in the case of a Restricted Investment, no Event of Default under Section 11.1
or 11.5 shall have occurred and be continuing or would occur as a consequence thereof).


 


Holdings will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary”.
For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Holdings and
the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments
in an amount determined as set forth in the last sentence of the definition of “Investment”. Such designation will
be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 10.5(a)
or under clauses (7), (10), or (11) of Section 10.5(b), or pursuant to the definition of “Permitted
Investments”, and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries
will not be subject to any of the restrictive covenants set forth in this Agreement.


 




    	 	-120-	 



     


    

 


For purposes of determining compliance with
this covenant, in the event that a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of clauses
(1) through (18) above or is entitled to be made pursuant to Section 10.5(a) and/or one or more of the exceptions
contained in the definition of “Permitted Investments”, Holdings will be entitled to classify or later reclassify (based
on circumstances existing on the date of such reclassification) such Restricted Payment (or portion thereof) among such clauses
(1) through (18), Section 10.5(a) and/or one or more of the exceptions contained in the definition of “Permitted
Investments”, in a manner that otherwise complies with this covenant.


 


10.6       Limitation
on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction
on the ability of any such Restricted Subsidiary to:


 


(a)       (i)
pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to
any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted
Subsidiary;


 


(b)       make
loans or advances to Holdings or any Restricted Subsidiary; or


 


(c)       sell,
lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary;


 


except (in each case) for such encumbrances or restrictions
(x) which the Borrower has reasonably determined in good faith will not materially impair the Borrower’s ability to make
payments under this Agreement when due or (y) existing under or by reason of:


 


(i)       contractual
encumbrances or restrictions in effect on the Restatement Effective Date, including pursuant to this Agreement and the related
documentation and related Hedging Obligations;


 


(ii)       purchase
money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease
Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired;


 


(iii)       Requirement
of Law or any applicable rule, regulation or order;


 


(iv)       any
agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary,
or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition
of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated;


 


(v)       contracts
for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that
has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary
and restrictions on transfer of assets subject to Permitted Liens;


 




    	 	-121-	 



     


    

 


(vi)       (x)
secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of
the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted
Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets
that are the subject of such Permitted Lien);


 


(vii)       restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(viii)     other
Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Restatement
Effective Date pursuant to the provisions of Section 10.1;


 


(ix)        customary
provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint
venture and the Equity Interests issued thereby;


 


(x)         customary
provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary
course of business;


 


(xi)       restrictions
created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings,
are necessary or advisable to effect such Receivables Facility; and


 


(xii)       any
encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments
or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of
Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions
taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing or (y) do not materially impair the Borrower’s ability to pay their respective obligations under the Credit
Documents as and when due (as determined in good faith by the Borrower).


 


10.7       Financial
Covenants. Holdings will not permit:


 


(i)       the
Consolidated Total Debt to Consolidated EBITDA Ratio as of the last day of any fiscal quarter of Holdings, commencing with the
fiscal quarter ending December 31, 2019 to be greater than the ratio set forth below in respect of such day set forth below provided
that, at the option of the Borrower by notice to the Administrative Agent, the applicable ratio shall be increased by 0.25:1.00
one time during the term of this Agreement upon completion of a Material Acquisition, which increase shall be effective for four
fiscal quarters immediately following the consummation of such Material Acquisition:


 


	
        Fiscal
        Year
	 	
        March
        31
	 	
        June
        30
	 	
        September
        30
	 	
        December
        31

	 	 	 	 	 	 	 	 	 
	2019	 	N/A	 	N/A	 	4.75:1.00	 	4.75:1.00
	2020	 	4.75:1.00	 	4.75:1.00	 	4.75:1.00	 	4.75:1.00
	2021	 	4.75:1.00	 	4.50:1.00	 	4.50:1.00	 	4.50:1.00
	Thereafter	 	4.50:1.00	 	4.50:1.00	 	4.50:1.00	 	4.25:1.00


 


(ii)       the
Consolidated Interest Coverage Ratio of Holdings as of the last day of any fiscal quarter of Holdings, commencing with the fiscal
quarter ending December 31, 2019, to be less than 3.00 to 1.00.


 




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Section 11           Events of Default


 


Upon the occurrence of any of the following
specified events (each an “Event of Default”):


 


11.1       Payments.
The Borrower shall (a) default in the payment when due of any principal of the Loans or (b) default, and such default shall continue
for five or more Business Days, in the payment when due of any interest on the Loans or any Fees or any Unpaid Drawings or of any
other amounts owing hereunder or under any other Credit Document; or


 


11.2       Representations,
Etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document
or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect
on the date as of which made or deemed made, and, to the extent capable of being cured, such incorrect representation or warranty
shall remain incorrect for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower; or


 


11.3       Covenants.
Any Credit Party shall:


 


(a)         default
in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(e)(i), Section
9.5 (solely with respect to Holdings or the Borrower), Section 9.14(d) or Section 10; provided that any
Event of Default under Section 10.7 is subject to cure as provided in Section 11.14 and an Event of Default with
respect to either such Sections shall not occur until the expiration of the 10th Business Day subsequent to the date
the relevant financial statements are required to be delivered for the applicable fiscal quarter pursuant to Section 9.1(a)
or (b); or


 


(b)         default
in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1
or 11.2 or clause (a) of this Section 11.3) contained in this Agreement or any Security Document and such
default shall continue unremedied for a period of at least 30 days after receipt of written notice by Holdings from the Administrative
Agent or the Required Lenders; or


 


11.4       Default
Under Other Agreements. (a) Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to
any Indebtedness (other than the Obligations) in excess of $30,000,000 in the aggregate, for Holdings and such Restricted Subsidiaries,
beyond the period of grace and following all required notices, if any, provided in the instrument or agreement under which such
Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition
exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness
consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it
being understood that clause (i) shall apply to any failure to make any payment in excess of $30,000,000 that is required
as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which
default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the
sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing
such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without
limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required
to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness
consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge
Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $30,000,000
that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)),
prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or
transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible
into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder,
or (z) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including
in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration
of Loans pursuant to this Section 11; or


 




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11.5       Bankruptcy,
Etc. Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Significant Subsidiary shall commence
a voluntary case, proceeding or action concerning itself under Title 11 of the United States Code entitled “Bankruptcy”
as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary
case, proceeding or action is commenced against Holdings, the Borrower or any Significant Subsidiary and the petition is not controverted
within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced
against Holdings, the Borrower or any Significant Subsidiary and the petition is not dismissed within 60 days after commencement
of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver,
receiver manager, trustee, liquidator, administrator, administrative receiver or similar Person is appointed for, or takes charge
of, all or substantially all of the property of Holdings, the Borrower or any Significant Subsidiary; or Holdings, the Borrower
or any Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to Holdings, the Borrower or any Significant Subsidiary; or there is commenced against
Holdings, the Borrower or any Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60
days; or Holdings, the Borrower or any Significant Subsidiary is adjudicated bankrupt; or any order of relief or other order approving
any such case or proceeding or action is entered; or Holdings, the Borrower or any Significant Subsidiary suffers any appointment
of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property
to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Significant Subsidiary makes a general
assignment for the benefit of creditors; or


 


11.6       ERISA.
(a) An ERISA Event or a Foreign Plan Event shall have occurred, (b) a trustee shall be appointed by a United States district court
to administer any Pension Plan(s), (c) the PBGC shall institute proceedings to terminate any Pension Plan(s), or (d) any Credit
Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred
or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting
such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner; and in each case in
clauses (a) through (d) above, such event or condition, together with all other such events or conditions, if any,
would reasonably be expected to result in a Material Adverse Effect; or


 


11.7       Guarantee.
Any Guarantee provided by any Credit Party or any material provision thereof shall cease to be in full force or effect (other than
pursuant to the terms hereof and thereof) or any such Guarantor thereunder or any other Credit Party shall deny or disaffirm in
writing any such Guarantor’s obligations under the Guarantee; or


 


11.8       Pledge
Agreement. The Pledge Agreement or any other Security Document pursuant to which the Capital Stock or Stock Equivalents of
the Borrower or any Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof, as a result of acts or omissions of the Collateral Agent or any Lender or as a result
of the Collateral Agent’s failure to maintain possession of any Capital Stock or Stock Equivalents that have been previously
delivered to it) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations
under any Security Document; or


 


11.9       Security
Agreement. The Security Agreement or any other Security Document pursuant to which the assets of Holdings, the Borrower or
any Material Subsidiary are pledged as Collateral or any material provision thereof shall cease to be in full force or effect (other
than pursuant to the terms hereof or thereof, as a result of acts or omissions of the Collateral Agent in respect of certificates,
promissory notes or instruments actually delivered to it (including as a result of the Collateral Agent’s failure to file
a Uniform Commercial Code continuation statement) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing
any grantor’s obligations under the Security Agreement or any other Security Document; or


 




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11.10      Judgments.
One or more judgments or decrees shall be entered against Holdings or any of the Restricted Subsidiaries involving a liability
in excess of $30,000,000 in the aggregate for all such judgments and decrees for Holdings and the Restricted Subsidiaries (to the
extent not covered by insurance or indemnities as to which the applicable insurance company or third party has not denied coverage)
and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within
60 days after the entry thereof; or


 


11.11      Change
of Control. A Change of Control shall occur.


 


11.12      Remedies
Upon Event of Default. If an Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request
of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights
of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically
provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with
respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent
as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving
of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving
Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith
terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the
same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated
in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice,
or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the
Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the
Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate
Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a)
in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted
to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised;
and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless
and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements
referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.


 


11.13      Application
of Proceeds. Subject to the terms of the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, in
each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from
proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect
to the Borrower under Section 11.4 shall be applied:


 


(i)       first,
to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent
in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all
court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative
Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable
and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit
Document to the extent reimbursable hereunder or thereunder;


 


(ii)       second,
to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient
to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient
to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one
over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit
Outstanding; and


 




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(iii)       third,
any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction may direct;


 


provided that any amount applied to Cash Collateralize
any Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable
Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order
specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor
that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its
Obligations that are Excluded Swap Obligations.


 


11.14      Equity
Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that Holdings fails to comply
with the requirement of the financial covenant set forth in Section 10.7, from the end of any fiscal period until the expiration
of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b)
are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of
Capital Stock or Stock Equivalents of Holdings or any direct or indirect parent of Holdings shall have the right to cure such failure
(the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents
(other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by Holdings (or from a contribution
to the common equity capital of Holdings) to be contributed, directly or indirectly, as cash common equity to the Borrower, and
upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”)
pursuant to the exercise of such Cure Right, such applicable financial covenant shall be recalculated giving effect to the following
pro forma adjustments:


 


(a)       Consolidated
EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of
the financial covenants set forth in Section 10.7 as applicable, with respect to any period of four consecutive fiscal quarters
that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by
an amount equal to the Cure Amount;


 


(b)       Consolidated
Total Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit
Facilities; and


 


(c)       if,
after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the financial
covenants set forth in Section 10. Holdings shall be deemed to have satisfied the requirements of such applicable financial
covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith
at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the
purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least
two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this
Agreement, (iii) each Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the
applicable financial covenant; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination
under the Credit Documents other than for determining compliance with Section 10.7 as applicable.


 




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Section 12            The Agents


 


12.1       Appointment.


 


(a)         Each
Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and
the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such
other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c)
with respect to the Syndication Agents, the Documentation Agents, the Joint Lead Arrangers and Bookrunners and Sections 12.1,
12.9, 12.11 and 12.12 with respect to Holdings) are solely for the benefit of the Agents and the Lenders,
none of Holdings, the Borrower or any other Credit Party shall have rights as third party beneficiary of any such provision. Notwithstanding
any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the
Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and
does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings,
the Borrower or any of their respective Subsidiaries.


 


(b)         The
Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint
the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline
Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties
as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement,
the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship
with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document
or otherwise exist against the Collateral Agent.


 


(c)         Each
of the Syndication Agent, Documentation Agent, Joint Lead Arrangers and Bookrunners each in its capacity as such, shall not have
any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.


 


12.2       Delegation
of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the
other Credit Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible
for the negligence or misconduct of any agents, subagents or attorneys-in-fact selected by it in the absence of its gross negligence
or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).


 


12.3       Exculpatory
Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable
for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Credit
Document (except for its or such Person’s own gross negligence or willful misconduct, as determined in the final non-appealable
judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in
any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any Credit
Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement
or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any
other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Credit Document, or the creation, perfection or priority of any Lien or security interest created or purported to be
created under the Security Documents, the value or sufficiency of the Collateral, or for any failure of any Credit Party to perform
its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document,
or to inspect the properties, books or records of any Credit Party or any Affiliate thereof. The Collateral Agent shall not be
under any obligation to the Administrative Agent or any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties,
books or records of any Credit Party. Without limiting the generality of the foregoing, (a) no Agent shall have any duty to take
any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby
that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary under the circumstances as provided in Section 13.1), provided that no Agent shall be
required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary
to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic
stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender
in violation of any debtor relief law and (b) except as expressly set forth in the Credit Documents, no Agent shall have any
duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any
of the other Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent
or any of its Affiliates in any capacity. 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 of this Agreement relating to Disqualified
Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor
or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) 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.


 




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12.4       Reliance
by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings and the Borrower), independent
accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and
treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless
a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative
Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other
Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by
it by reason of taking or continuing to take any such action. In determining compliance with any condition hereunder to the making
of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or a Letter of Credit Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender
or such Letter of Credit Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or
such Letter of Credit Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent
and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and
the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative
Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel,
may expose it to liability or that is contrary to any Credit Document or applicable law.


 


12.5       Notice
of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless the Administrative Agent or the Collateral Agent has received written notice
from a Lender or Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating
that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, it shall
give notice thereof to the Lenders and the Collateral Agent. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Lenders except to the extent that this Agreement requires that such action be taken only with the approval
of the Required Lenders or each of the Lenders, as applicable.


 




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12.6       Non-Reliance
on Administrative Agent, Collateral Agent, and Other Lenders. Each Lender expressly acknowledges that neither the Administrative
Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the Administrative Agent or the Collateral Agent hereinafter
taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by
the Administrative Agent or the Collateral Agent to any Lender, the Swingline Lender or any Letter of Credit Issuer. Each Lender,
the Swingline Lender and the Letter of Credit Issuer represents to the Administrative Agent and the Collateral Agent that it has,
independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and each other Credit Party and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance
upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to
the business, operations, property, financial and other condition and creditworthiness of any of the Credit Parties. Except for
notices, reports, and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder,
neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness
of any Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates.


 


12.7       Indemnification.
The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties
and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total
Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon
which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective
portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any
time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any
way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative
Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable
to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final
non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent
in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required
by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7.
In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any
time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding
is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon
demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any
other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for
such expenses by or on behalf of Holdings or the Borrower; provided that such reimbursement by the Lenders shall not affect
Holdings’ or the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to
any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided,
in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided,
further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation,
loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence
or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in
this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided
to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers,
members, controlling persons, employees, trustees, investment advisors and agents and successors.


 




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12.8       Agents
in Their Individual Capacities. The agency hereby created shall in no way impair or affect any of the rights and powers of,
or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. Each Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of business with any Credit Party as though such Agent
were not an Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each Agent shall have the
same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it
were not an Agent, and the terms Lender and Lenders shall include each Agent in its individual capacity.


 


12.9       Successor
Agents.


 


(a)         Each
of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Letter
of Credit Issuer and Holdings. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject
to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Sections 11.1
or 11.5 is continuing, to appoint a successor, which shall be a bank or trust company with an office in the United States,
or an Affiliate of any such bank or trust company with an office in the United States (other than any Disqualified Lender). If
no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring
Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of
the Borrower’s consent); provided that in no event shall any such successor Administrative Agent be a Defaulting Lender
or Disqualified Lender, and further provided that if the Administrative Agent or the Collateral 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.


 


(b)         If
the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of “Lender
Default”, the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrower (not
to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative
Agent and, in consultation with the Borrower, appoint a successor.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required
Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance
with such notice on the Removal Effective Date.


 


(c)         With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall
be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral
security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents,
the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor
Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the
retiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until
such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph (and otherwise subject to the
terms above). Upon the acceptance of a successor’s appointment as the Administrative Agent or the Collateral Agent, as the
case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and
such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as
the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security
Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder
or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except
as provided above, any resignation or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section
12.9 shall also constitute the resignation or removal of Bank of America, N.A. as the Collateral Agent. The fees payable by
Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to
its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After the retiring or removed Agent’s
resignation or removal hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section
12.7) and Section 13.5 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed
Agent was acting as an Agent.


 




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(d)         Any
resignation by or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also
constitute its resignation or removal as Swingline Lender and its Affiliate’s or its resignation or removal, as applicable,
as a Letter of Credit Issuer (if such Affiliate or Bank of America, N.A. is a Letter of Credit Issuer). Upon the acceptance of
a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring
Letter of Credit Issuer (if an Affiliate of Bank of America, N.A. is a Letter of Credit Issuer or if Bank of America, N.A. is a
Letter of Credit Issuer) and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution
for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer (if an Affiliate
of Bank of America, N.A. or Bank of America, N.A. is a Letter of Credit Issuer) to effectively assume the obligations of the retiring
Letter of Credit Issuer (if an Affiliate or Bank of America, N.A. or Bank of America, N.A. is a Letter of Credit Issuer) with respect
to such Letters of Credit.


 


12.10      Withholding
Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under
any Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any Governmental
Authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax
from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered,
was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered
the exemption from, or reduction of, withholding Tax ineffective) whether or not such claim is correctly or legally asserted, or
if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction
of applicable withholding Tax from such payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative
Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit
Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including
penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs
and any out of pocket expenses. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the
Administrative Agent under this Section 12.10. The agreements in Section 12.10 shall survive the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments
and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, for purposes of this Section
12.10, the term Lender includes the Letter of Credit Issuer and the Swingline Lender.


 




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12.11      Agents
Under Security Documents and Guarantee. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral
Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured
Parties with respect to the Collateral and the Security Documents. Subject to Section 13.1, without further written consent
or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents
or instruments necessary to (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral
Agent (or any sub-agent thereof) under any Credit Document (i) upon the final maturity date and the payment in full (or Cash Collateralization)
of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made and Secured
Hedge Obligations and Secured Cash Management Obligations), (ii) that is sold or to be sold or transferred as part of or in connection
with any sale or other transfer permitted hereunder or under any other Credit Document to a Person that is not a Credit Party or
in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) if the property subject to
such Lien is owned by a Credit Party, upon the release of such Credit Party from its Guarantee otherwise in accordance with the
Credit Documents, (iv) as to the extent provided in the Security Documents, (v) that constitutes Excluded Property or Excluded
Stock and Stock Equivalents or (vi) if approved, authorized or ratified in writing in accordance with Section 13.1; (b)
release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary (or becomes
an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; (c) subordinate any Lien on any property
granted to or held by the Administrative Agent or the Collateral Agent under any Credit Document to the holder of any Lien permitted
under clause (vi) (solely with respect to Section 10.1(d)), and (ix) of the definition of “Permitted
Lien”; or (d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative
Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement,
including any First Lien Interceditor Agreement and the Second Lien Intercreditor Agreement.


 


The Collateral Agent shall have its own
independent right to demand payment of the amounts payable by the Borrower under this Section 12.11, irrespective of any
discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting from failure by them to take
appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to be paid those amounts.


 


Any amount due and payable by the Borrower
to the Collateral Agent under this Section 12.11 shall be decreased to the extent that the other Lenders have received (and
are able to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents and any amount
due and payable by the Borrower to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral
Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.11.


 


12.12       Right
to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding,
Holdings, the Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize
upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights, and remedies hereunder
may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all
powers, rights, and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (ii) in the event
of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the
Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition
and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral
Agent at such sale or other disposition. No holder of Secured Hedge Obligations or Secured Cash Management Obligations shall have
any rights in connection with the management or release of any Collateral or of the obligations of any Credit Party under this
Agreement. No holder of Secured Hedge Obligations or Secured Cash Management Obligations that obtains the benefits of any Guarantee
or any Collateral by virtue of the provisions hereof or of any other Credit Document shall have any right to notice of any action
or to consent to, direct or object to any action hereunder or under any other Credit Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its capacity as a Lender or Agent and, in such case, only
to the extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Agreement to the contrary,
the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, Obligations arising under Secured Hedge Agreements and Secured Cash Management Agreements, unless the Administrative
Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent
may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.


 




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12.13      Intercreditor
Agreements Govern. The Administrative Agent, the Collateral Agent, and each Lender (a) hereby agrees that it will be bound
by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof,
(b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into each intercreditor agreement
(including any First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement) entered into pursuant to the terms
hereof and to subject the Liens securing the Obligations to the provisions thereof, and (c) hereby authorizes and instructs the
Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing
intercreditor agreement to provide for, the terms described in the definition of “Permitted Other Indebtedness”. In
the event of any conflict or inconsistency between the provisions of each such intercreditor agreement (including any First Lien
Intercreditor Agreement and the Second Lien Intercreditor Agreement) and this Agreement, the provisions of such intercreditor agreement
shall control.


 


12.14     Certain
ERISA Matters.


 


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


 


(i)       such
Lender is not using “plan assets” (within the meaning of 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 Commitments or this Agreement,


 


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


 


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


 


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


 


(b)        In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty or covenant in accordance with subclause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party,
that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit
Document or any documents related hereto or thereto).


 




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Section 13            Miscellaneous


 


13.1       Amendments,
Waivers, and Releases. Except as otherwise expressly set forth in this Agreement or, with respect to the other Credit Documents,
this Agreement and the other Credit Documents, neither this Agreement nor any other Credit Document, nor any terms hereof or thereof,
may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. Except as provided
to the contrary under Section 2.14 or below in respect of Replacement Term Loans, and other than with respect to any amendment,
modification or waiver contemplated in the proviso to clause (i) below, which shall only require the consent of the Lenders
expressly set forth therein and not the Required Lenders, the Required Lenders may (with prior or contemporaneous notice to the
Administrative Agent of the effectiveness thereof), or, with the written consent of the Required Lenders, the Administrative Agent
and/or the Collateral Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments,
supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement
or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder
or (b) waive in writing, on such terms and conditions as the Required Lenders or the Administrative Agent and/or the Collateral
Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents
or any Default or Event of Default and its consequences; provided, however, that each such waiver and each such amendment,
supplement or modification shall be effective only in the specific instance and for the specific purpose for which given; and provided,
further, that no such waiver and no such amendment, supplement or modification shall (x) (i) forgive or reduce any portion
of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated rate (it being understood that only the
consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the “default
rate” or amend Section 2.8(c)), or forgive any portion thereof, or extend the date for the payment, of any interest
or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates),
or extend the final expiration date of any Letter of Credit beyond the L/C Facility Maturity Date, or amend or modify any provisions
of Sections 5.3(a) (with respect to the ratable allocation of any payments only), 11.13 13.8(a) or 13.20,
or make any Loan, interest, Fee or other amount payable in any currency other than expressly provided herein, in each case without
the written consent of each Lender directly and adversely affected thereby; provided that a waiver of any condition precedent
in Section 6 or 7 of this Agreement, the waiver of any Default, Event of Default, default interest, mandatory prepayment
or reductions, any modification, waiver or amendment to the financial covenant definitions or financial ratios or any component
thereof or the waiver of any other covenant shall not constitute an increase of any Commitment of a Lender, a reduction or forgiveness
in the interest rates or the fees or premiums or a postponement of any date scheduled for the payment of principal, premium or
interest or an extension of the final maturity of any Loan or the scheduled termination date of any Commitment, in each case for
purposes of this clause (i), or (ii) consent to the assignment or transfer by Holdings or the Borrower of its rights and obligations
under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each case without the
written consent of each Lender directly and adversely affected thereby, or (iii) directly and adversely affect the rights or duties
of the Administrative Agent or Collateral Agent, in its capacity as such, under this Agreement or any other Credit Document without
the written consent of the Administrative Agent or Collateral Agent, as applicable, or (iv) directly and adversely affect the rights
or duties of any Letter of Credit Issuer, in its capacity as such, under this Agreement or any other Credit Document without the
consent of such Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Swingline Loans without
the written consent of the Swingline Lender in a manner that directly and adversely affects such Person, or (vi) change any Revolving
Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case
without the prior written consent of each Lender directly and adversely affected thereby, or (vii) release all or substantially
all of the Guarantors under the Guarantees (except as expressly permitted by the Guarantees, the First Lien Intercreditor Agreement
(if any), the Second Lien Intercreditor Agreement or this Agreement) or release all or substantially all of the Collateral under
the Security Documents (except as expressly permitted by the Security Documents, the First Lien Intercreditor Agreement (if any),
the Second Lien Intercreditor Agreement or this Agreement) without the prior written consent of each Lender, or (viii) decrease
the Term A Loan Repayment Amount applicable to Term A Loans or extend any scheduled Term A Loan Repayment Date applicable to Term
A Loans, in each case without the written consent of each Lender directly and adversely affected thereby, or (ix) reduce the percentages
specified in the definitions of the terms Required Lenders, Required Revolving Credit Lenders or Required Term A Loan Lenders or
amend, modify or waive any provision of this Section 13.1 that has the effect of decreasing the number of Lenders that must
approve any amendment, modification or waiver, without the written consent of each Lender, (y) notwithstanding anything to the
contrary in clause (x), (i) extend the final expiration date of any Lender’s Commitment or (ii) increase the aggregate amount
of the Commitments of any Lender, in each case, without the written consent of such Lender, or (z) in connection with an amendment
that addresses solely a repricing transaction in which any Class of Term Loans is refinanced with a replacement Class of Term Loans
bearing (or is modified in such a manner such that the resulting Term Loans bear) a lower effective yield, only the consent of
the Lenders holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in respect of the
repriced tranche of Term Loans or modified Term Loans.


 




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Notwithstanding anything in this Agreement
or any other Credit Document to the contrary, this Agreement may be amended, supplemented or otherwise modified to effect the provisions
of Section 2.10(d) in accordance with the terms of such Section 2.10(d), with only the consent of the Persons set
forth in Section 2.10(d) hereof.


 


Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (x)
that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) for any such amendment,
waiver or consent that treats such Defaulting Lender disproportionately and adversely from the other Lender of the same Class (other
than because of its status as a Defaulting Lender).


 


Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon Holdings, the Borrower,
such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of any waiver, Holdings, the Borrower,
the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Credit
Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that
no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection
with the foregoing provisions, the Administrative Agent may, but shall have no obligations to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of such Lender.


 


Notwithstanding the foregoing, in addition
to any credit extensions and related Joinder Agreement(s) effectuated without the consent of Lenders in accordance with Section
2.14, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative
Agent, Holdings and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions
of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the
benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Credit Loans and the accrued interest
and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of
the Required Lenders and other definitions related to such new Term Loans and Revolving Credit Loans.


 


In addition, notwithstanding the foregoing,
this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing
the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced
Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided
that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such
Refinanced Term Loans (plus an amount equal to all accrued but unpaid interest, fees, premiums, and expenses incurred in
connection therewith), (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin
for such Refinanced Term Loans, unless any such Applicable Margin applies after the Term A Loan Maturity Date, with respect to
Replacement Term Loans that are Term A Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not
be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to
the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable
Term Loans), and (d) the covenants, events of default and guarantees shall be not materially more restrictive (taken as a whole)
(as determined in good faith by the Borrower) to the Lenders providing such Replacement Term Loans than the covenants, events of
default and guarantees applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants, events
of default and guarantees applicable to any period after the maturity date in respect of the Refinanced Term Loans in effect immediately
prior to such refinancing.


 




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The Lenders hereby irrevocably agree that
the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full,
upon the termination of this Agreement and the payment of all Obligations hereunder (except for (w) contingent indemnification
obligations in respect of which a claim has not yet been made, (x) Secured Hedge Obligations, (y) cash collateralized Letters of
Credit pursuant to arrangements reasonably acceptable to the applicable Letter of Credit Issuer, and (z) Secured Cash Management
Obligations), (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other
sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other
disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate
to that effect provided to it by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such
Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release
of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose
consent may be required in accordance with this Section 13.1), (v) to the extent the property constituting such Collateral
is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance
with the second following sentence), (vi) as required to effect any sale or other disposition of Collateral in connection with
any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) if such assets constitute Excluded
Property or Excluded Stock or Stock Equivalents. Any such release shall not in any manner discharge, affect, or impair the Obligations
or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in
respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally,
the Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Guarantor shall be released from the Guarantees upon
consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary.
The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments,
documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to
the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender.


 


Notwithstanding anything herein to the contrary,
the Credit Documents may be amended to add syndication or documentation agents and make customary changes and references related
thereto with the consent of only the Borrower and the Administrative Agent.


 


Notwithstanding anything in this Agreement
(including, without limitation, this Section 13.1) or any other Credit Document to the contrary, (i) this Agreement and
the other Credit Documents may be amended to effect an incremental facility or extension facility pursuant to Section 2.14
(and the Administrative Agent and the Borrower may effect such amendments to this Agreement and the other Credit Documents without
the consent of any other party as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the
Borrower, to effect the terms of any such incremental facility or extension facility); (ii) no Lender consent is required to effect
any amendment or supplement to the First Lien Intercreditor Agreement (if any), any intercreditor agreement or arrangement permitted
under this Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of
the First Lien Intercreditor Agreement (if any) or such other intercreditor agreement or arrangement permitted under this Agreement,
as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor
agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided
that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole); provided,
further, that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the
Administrative Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent;
(iii) any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the
Borrower and the Administrative Agent to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined
by the Administrative Agent and the Borrower) and (y) effect administrative changes of a technical or immaterial nature (including
to effect changes to the terms and conditions applicable solely to the Letter of Credit Issuer in respect of Issuances of Letters
of Credit and such amendment shall be deemed approved by the Lenders if the Lenders shall have received at least five Business
Days’ prior written notice of such change and the Administrative Agent shall not have received, within five Business Days
of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object
to such amendment; and (iv) guarantees, collateral documents and related documents executed by Credit Parties in connection with
this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with any other Credit Document,
entered into, amended, supplemented or waived, without the consent of any other Person, by the applicable Credit Party or Credit
Parties and the Administrative Agent or the Collateral Agent in its or their respective sole discretion, to (A) effect the granting,
perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral
for the benefit of the Secured Parties, (B) as required by local law or advice of counsel to give effect to, or protect any security
interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable
requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects (as reasonably determined by the Administrative
Agent and the Borrower) or to cause such guarantee, collateral security document or other document to be consistent with this Agreement
and the other Credit Documents.


 




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Notwithstanding anything in this Agreement
or any Security Document to the contrary, the Administrative Agent may, in its sole discretion, grant extensions of time for the
satisfaction of any of the requirements under Sections 9.12, 9.13 and 9.14 or any Security Documents in respect
of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral
or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of
Holdings and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this
Agreement or any Security Document.


 


13.2       Notices.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit
Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered
to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(a)       if
to Holdings, the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer or the Swingline Lender,
to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 13.2
or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in
a notice to the other parties; and


 


(b)       if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to Holdings and the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer
and the Swingline Lender.


 


All such notices and other communications shall be deemed to
be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand
or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and
(D) if delivered by electronic mail, when delivered; provided that notices and other communications to the Administrative
Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective
until received.


 


13.3       No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the
Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.


 


13.4       Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in
any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans hereunder.


 




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13.5       Payment
of Expenses; Indemnification.


 


(a)         Each
of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable
and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation,
execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement this Agreement and the other
Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration
of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Cahill Gordon
 & Reindel LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant
local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (ii) to pay or reimburse
each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable
fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the
extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent
not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to
pay, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Related Parties (without
duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities,
obligations, demands, actions, judgements, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever
(and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all
Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person
affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending
any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected
Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single
special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim,
litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not
such action, claim, litigation or proceeding (including any inquiry or investigation of the foregoing) was brought by Holdings,
any of its subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement,
delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including
any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or
alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all
the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings
and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent
arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties
as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations
of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of
its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding
between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries;
provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding,
to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such
person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.
This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities,
obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.


 


(b)         No
Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting
from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether
before or after the Restatement Effective Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s
indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid
by an Indemnified Person to a third party. No Indemnified Person shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or
thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any
Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.


 




    	 	-138-	 



     


    

 


(c)         Notwithstanding
the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by the Borrower under this
Section 13.5 to such Indemnified Person for any losses, claims, damages, liabilities and expenses to the extent such Indemnified
Person is not entitled to payment of such amounts in accordance with the terms hereof.


 


13.6       Successors
and Assigns; Participations and Assignments.


 


(a)         The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that (i) except as expressly permitted by Section 10.3, the Borrower may not assign
or otherwise transfer any of their rights or obligations hereunder without the prior written consent of the Administrative Agent
and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants (to the extent provided in clause (c) of this Section
13.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral
Agent, the Letter of Credit Issuer and the Lenders and each other Person entitled to indemnification under Section 13.5)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)         (i)
Subject to the conditions set forth in clause (b)(ii) below and Section 13.7, any Lender may at any time assign to
one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans (including participations in L/C Obligations or Swingline Loans) at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld or delayed; it being understood that, without limitation, the Borrower shall
have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower
would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:


 


(A)       the
Borrower; provided that no consent of the Borrower shall be required for (1) an assignment of Term Loans to (X) a Lender,
(Y) an Affiliate of a Lender, or (Z) an Approved Fund or (2) an assignment of Loans or Commitments to any assignee if an Event
of Default under Section 11.1 or Section 11.5 (with respect to Holdings or the Borrower) has occurred and is continuing;
and


 


(B)       the
Administrative Agent (not to be unreasonably withheld or delayed) and, in the case of Revolving Credit Commitments or Revolving
Credit Loans only, the Swingline Lender and the Letter of Credit Issuer; provided that no consent of the Administrative
Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.


 


Notwithstanding the
foregoing, (i) no such assignment shall be made to a natural Person, Disqualified Lender or Defaulting Lender and (ii) Holdings,
the Borrower or Affiliates. For the avoidance of doubt, the Administrative Agent shall bear no responsibility or liability for
monitoring and enforcing the list of Persons who are Disqualified Lenders at any time.


 


(ii)         Assignments
shall be subject to the following additional conditions:


 


(A)       except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 in the case of Revolving Credit Commitments and $1,000,000
in the case of Term Loans, unless each of the Borrower and the Administrative Agent otherwise consents (which consents shall not
be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default
under Section 11.1 or Section 11.5 has occurred and is continuing; provided, further, that contemporaneous
assignments by a Lender and its Affiliates or Approved Funds shall be aggregated for purposes of meeting the minimum assignment
amount requirements stated above (and simultaneous assignments to or by two or more Related Funds shall be treated as one assignment),
if any;


 




    	 	-139-	 



     


    

 


(B)       each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic
settlement system or other method reasonably acceptable to the Administrative Agent, together with a processing and recordation
fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment; and


 


(D)       the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved
by the Administrative Agent (the “Administrative Questionnaire”) and applicable tax forms (as required under
Section 5.4(e)).


 


(iii)       Subject
to acceptance and recording thereof pursuant to clause (b)(v) of this Section 13.6, from and after the effective
date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section
13.6. For the avoidance of doubt, in case of an assignment to a new Lender pursuant to this Section 13.6, (i) the Administrative
Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they
would have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with the rights and/or obligations
acquired or assumed by it as a result of the assignment and to the extent of the assignment the assigning Lender shall each be
released from further obligations under the Credit Documents and (ii) the benefit of each Security Document shall be maintained
in favor of the new Lender.


 


(iv)       The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amount of the Loans (and stated interest amounts) and any payment made by the
Letter of Credit Issuer under any Letter of Credit owing to each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Collateral
Agent, the Letter of Credit Issuer 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, the Collateral Agent, the Letter of Credit Issuer, the Administrative Agent and its
Affiliates and, with respect to itself, any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v)       Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire and applicable tax forms (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in clause (b) of this Section 13.6 and any written consent to such assignment
required by clause (b) of this Section 13.6, the Administrative Agent shall promptly accept such Assignment and Acceptance
and record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall
be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (b)(v).


 




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(c)         (i)
Any Lender may, without the consent of the Borrower or the Administrative Agent, the Letter of Credit Issuer or the Swingline Lender,
sell participations to one or more banks or other entities (other than (x) a natural person (or a holding company, investment vehicle
or trust for, or owned and operated by or for the primary benefit of a natural Person), (y) Holdings and its Subsidiaries or Affiliates
and (z) any Disqualified Lender provided, however, that, notwithstanding clause (y) hereof, participations may be
sold to Disqualified Lenders unless a list of Disqualified Lenders has been made available to all Lenders) (each, a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the
Borrower, the Administrative Agent, the Letter of Credit Issuer, 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. For the avoidance of doubt,
the Administrative Agent shall bear no responsibility or liability for monitoring and enforcing the list of Disqualified Lenders
or the sales of participations thereto at any time. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement or any other Credit Document; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
in clauses (i) and (vii) of the second proviso to Section 13.1 that affects such Participant. Subject to clause
(c)(ii) of this Section 13.6, the Borrower agrees that each Participant shall be entitled to the benefits of Sections
2.10, 2.11, 3.5, and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements
of those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this
Section 13.6, including the requirements of clause (e) of Section 5.4) (it being agreed that any documentation
required under Section 5.4(e) shall be provided solely to the participating Lender)). To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender; provided such Participant shall
be subject to Section 13.8(a) as though it were a Lender.


 


(ii)         A
Participant shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5 or 5.4
than the applicable Lender would have been entitled to receive absent the sale of such the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (which consent
shall not be unreasonably withheld). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the
 “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all
or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating
to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document)
except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.


 


(d)         Any
Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank, or other central bank having jurisdiction over such Lender and this Section
13.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.


 


(e)         Subject
to Section 13.16, the Borrower authorizes each Lender to disclose to any Participant, secured creditor of such Lender or
assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s
possession concerning the Borrower and their Affiliates that has been delivered to such Lender by or on behalf of the Borrower
and their Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the Borrower and their
Affiliates in connection with such Lender’s credit evaluation of the Borrower and their Affiliates prior to becoming a party
to this Agreement.


 




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(f)         The
words “execution,” “signed,” “signature,” and words of like import used in connection with
this Agreement and the transactions contemplated hereby (including without limitation Assignment and Acceptances, amendments or
other modifications, Notices of Borrowing, 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 nor any Letter of Credit Issuer or Lenders 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.


 


(g)         SPV
Lender. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan
that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option
or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to
the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent,
and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity
or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance
of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior
to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness
of any SPV, it shall not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section 13.6, any SPV may (i) with notice to, but without the prior written consent
of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests
in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent)
other than a Disqualified Lender providing liquidity and/or credit support to or for the account of such SPV to support the funding
or maintenance of Loans and (ii) subject to Section 13.16, disclose on a confidential basis any non-public information relating
to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement
to such SPV. This Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to
the contrary in this Agreement but subject to the following sentence, each SPV shall be entitled to the benefits of Sections
2.10, 2.11, 3.5 and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements
of those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this
Section 13.6, including the requirements of clause (e) of Section 5.4 (it being agreed that any documentation
required under Section 5.4(e) shall be provided solely to the Granting Lender)). Notwithstanding the prior sentence, an
SPV shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5 or 5.4 than
its Granting Lender would have been entitled to receive absent the grant to such SPV, unless such grant to such SPV is made with
the Borrower’s prior written consent (which consent shall not be unreasonably withheld).


 




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13.7       Replacements
of Lenders Under Certain Circumstances.


 


(a)         The
Borrower shall be permitted (x) to replace any Lender or (y) terminate the Commitment of such Lender or Letter of Credit Issuer,
as the case may be, and (1) in the case of a Lender (other than the Letter of Credit Issuer), repay all Obligations of the
Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination date
and (2) in the case of the Letter of Credit Issuer, repay all Obligations of the Borrower owing to such Letter of Credit Issuer
relating to the Loans and participations held by the Letter of Credit Issuer as of such termination date and cancel or backstop
on terms satisfactory to such Letter of Credit Issuer any Letters of Credit issued by it that (a) requests reimbursement for amounts
owing pursuant to Section 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and
as a result thereof any of the actions described in such Section is required to be taken, or (c) becomes a Defaulting Lender, with
a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirement of
Law, (ii) no Event of Default under Sections 11.1 or 11.5 shall have occurred and be continuing at the time of such
replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other
amounts pursuant to Sections 2.10, 2.11, or 5.4, as the case may be, owing to such replaced Lender prior to
the date of replacement, (iv) the replacement bank or institution, if not already a Lender, an Affiliate of the Lender or Approved
Fund, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replacement
bank or institution, if not already a Lender shall be subject to the provisions of Section 13.6(b), (vi) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that unless otherwise
agreed the Borrower shall be obligated to pay the registration and processing fee referred to therein), and (vii) any such replacement
shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against
the replaced Lender.


 


(b)         If
any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge
or termination that pursuant to the terms of Section 13.1 requires the consent of either (i) all of the Lenders directly
and adversely affected or (ii) all of the Lenders, and, in each case, with respect to which the Required Lenders (or at least 50.1%
of the directly and adversely affected Lenders) shall have granted their consent, then, the Borrower shall have the right (unless
such Non-Consenting Lender grants such consent) to (x) replace such Non-Consenting Lender by requiring such Non-Consenting Lender
to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (to
the extent such consent would be required under Section 13.6) or to terminate the Commitment of such Lender or Letter of
Credit Issuer, as the case may be, and (1) in the case of a Lender (other than the Letter of Credit Issuer), repay all Obligations
of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination
date and (2) in the case of the Letter of Credit Issuer, repay all Obligations of the Borrower owing to such Letter of Credit
Issuer relating to the Loans and participations held by the Letter of Credit Issuer as of such termination date and cancel or backstop
on terms satisfactory to such Letter of Credit Issuer any Letters of Credit issued by it); provided that (a) all Obligations
hereunder of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender
concurrently with such assignment including any amounts that such Lender may be owed pursuant to Section 2.11, and (b) the
replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof
plus accrued and unpaid interest thereon, and (c) the Borrower shall pay (or cause to be paid) to such Non-Consenting Lender the
amount, if any, owing to such Lender pursuant to Section 5.1(b). In connection with any such assignment, the Borrower, the
Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6; provided,
that if such Non-Consenting Lender does not execute and deliver an Assignment and Acceptance in respect of such assignment within
one Business Day of the date on which the replacement Lender executes and delivers such Assignment and Acceptance to such Non-Consenting
Lender (or such Assignment and Acceptance is delivered by the Administrative Agent on behalf of such replacement Lender), such
Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance without any action on the part
of such Non-Consenting Lender and the Assignment and Acceptance so executed by such replacement Lender shall be effective for the
purpose of Section 13.6 and this Section 13.7.


 


13.8       Adjustments;
Set-off.


 


(a)         Except
as contemplated in Section 13.6 or elsewhere herein, if any Lender (a “Benefited Lender”) shall at any
time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or
otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of
such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of
such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without interest.


 




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(b)        After
the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Credit Parties but with the prior consent of the Administrative
Agent, any such notice being expressly waived by the Credit Parties to the extent permitted by applicable law, upon any amount
becoming due and payable by the Credit Parties hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off
and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final) (other
than payroll, trust, tax, fiduciary, and petty cash accounts), in any currency, and any other credits, indebtedness or claims,
in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing
by such Lender or any branch or agency thereof to or for the credit or the account of the Credit Parties. Each Lender agrees promptly
to notify the Credit Parties and the Administrative Agent after any such set-off and application made by such Lender; provided
that the failure to give such notice shall not affect the validity of such set-off and application.


 


13.9       Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.


 


13.10     Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


13.11      Integration.
This Agreement and the other Credit Documents represent the agreement of Holdings, the Borrower, the Collateral Agent, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties
by Holdings, the Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Credit Documents.


 


13.12      GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


13.13      Submission
to Jurisdiction; Waivers. Each party hereto irrevocably and unconditionally:


 


(a)       submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which
it is a party to the exclusive general jurisdiction of the courts of the State of New York or the courts of the United States for
the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and appellate courts from
any thereof;


 


(b)       consents
that any such action or proceeding shall be brought in such courts and waives (to the extent permitted by applicable law) any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding
in any other courts;


 


(c)       agrees
that service of process in any such action or proceeding shall be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2
at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2;


 




    	 	-144-	 



     


    

 


(d)       agrees
that nothing herein shall affect the right of the Administrative Agent, any Lender or another Secured Party to effect service of
process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Holdings or the Borrower
or any other Credit Party in any other jurisdiction; and


 


(e)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 13.13 any special, exemplary, punitive or consequential damages; provided that nothing in this
clause (e) shall limit the Credit Parties’ indemnification obligations set forth in Section 13.5.


 


13.14      Acknowledgments.
Each of Holdings and the Borrower hereby acknowledges that:


 


(a)       it
has been advised by counsel in the negotiation, execution, and delivery of this Agreement and the other Credit Documents;


 


(b)       (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 Credit Document) are an arm’s-length commercial
transaction between the Borrower and the other Credit Parties, on the one hand, and the Administrative Agent, the Lenders and the
other Agents on the other hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand
and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including
any amendment, waiver or other modification hereof or thereof);


 


(ii)       in
connection with the process leading to such transaction, each of the Administrative Agent and the other Agents, is and has been
acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit Parties or
any of their respective Affiliates, stockholders, creditors or employees, or any other Person;


 


(iii)       neither
the Administrative Agent nor any other Agent has assumed or will assume an advisory, agency or fiduciary responsibility in favor
of the Borrower or any other Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether
the Administrative Agent or other Agent has advised or is currently advising the Borrower, the other Credit Parties or their respective
Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrower, the other
Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Credit Documents;


 


(iv)       the
Administrative Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower and their Affiliates, and neither the Administrative Agent nor any other
Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and


 


(v)       neither
the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice
with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of
any other Credit Document) and the Borrower have consulted their own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate. Each of Holdings and the Borrower hereby agrees that it will not claim that any Agent owes a fiduciary
or similar duty to the Credit Parties in connection with the Transactions contemplated hereby and waives and releases, to the fullest
extent permitted by law, any claims that it may have against the Administrative Agent or any other Agent with respect to any breach
or alleged breach of agency or fiduciary duty; and


 




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(c)         no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower, on the one hand, and any Lender, on the other hand.


 


13.15       WAIVERS
OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE PERFORMANCE OF SERVICES HEREUNDER
AND THEREUNDER AND FOR ANY COUNTERCLAIM THEREIN.


 


13.16       Confidentiality.
The Administrative Agent, each other Agent and each Lender (collectively, the “Restricted Persons” and, each
a “Restricted Person”) shall treat confidentially all non-public information provided to any Restricted Person
by or on behalf of any Credit Party hereunder in connection with such Restricted Person’s evaluation of whether to become
a Lender hereunder or obtained by such Restricted Person pursuant to the requirements of this Agreement (“Confidential
Information”) and shall not publish, disclose or otherwise divulge such Confidential Information; provided that
nothing herein shall prevent any Restricted Person from disclosing any such Confidential Information (a) pursuant to the order
of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required
by applicable law, rule or regulation or compulsory legal process (in which case such Restricted Person agrees (except with respect
to any routine or ordinary course audit or examination conducted by bank accountants, any governmental, bank regulatory or self-regulatory
authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule
or regulation, to inform the Borrower promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority
(including any self-regulatory authority) having jurisdiction over such Restricted Person or any of its Affiliates (in which case
such Restricted Person agrees (except with respect to any audit or examination conducted by bank accountants or any governmental,
bank regulatory or self-regulatory authority exercising examination or regulatory authority) to the extent practicable and not
prohibited by applicable law, rule or regulation, to inform the Borrower promptly thereof prior to disclosure), (c) to the extent
that such Confidential Information becomes publicly available other than by reason of improper disclosure by such Restricted Person
or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing under this Section
13.16, (d) to the extent that such Confidential Information is received by such Restricted Person from a third party that is
not, to such Restricted Person’s knowledge, subject to confidentiality obligations owing to any Credit Party or any of their
respective subsidiaries or affiliates, (e) to the extent that such Confidential Information was already in the possession of the
Restricted Persons prior to any duty or other undertaking of confidentiality or is independently developed by the Restricted Persons
without the use of such Confidential Information, (f) to such Restricted Person’s affiliates and to its and their respective
officers, directors, partners, employees, legal counsel, independent auditors, and other experts or agents who need to know such
Confidential Information in connection with providing the Loans or action as an Agent hereunder and who are informed of the confidential
nature of such Confidential Information and who are subject to customary confidentiality obligations of professional practice or
who agree to be bound by the terms of this Section 13.16 (or confidentiality provisions at least as restrictive as those
set forth in this Section 13.16) (with each such Restricted Person, to the extent within its control, responsible for such
person’s compliance with this paragraph), (g) to potential or prospective Lenders, hedge providers, participants or assignees,
in each case who agree (pursuant to customary syndication practice) to be bound by the terms of this Section 13.16 (or confidentiality
provisions at least as restrictive as those set forth in this Section 13.16); provided that (i) the disclosure of
any such Confidential Information to any Lenders, hedge providers or prospective Lenders, hedge providers or participants or prospective
participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider or prospective
Lender or participant or prospective participant that such Confidential Information is being disseminated on a confidential basis
(on substantially the terms set forth in this Section 13.16 or confidentiality provisions at least as restrictive as those
set forth in this Section 13.16) in accordance with the standard syndication processes of such Restricted Person or customary
market standards for dissemination of such type of information, which shall in any event require “click through” or
other affirmative actions on the part of recipient to access such Confidential Information and (ii) no such disclosure shall be
made by such Restricted Person to any person that is at such time a Disqualified Lender, (h) for purposes of establishing a “due
diligence” defense, or (i) to rating agencies in connection with obtaining ratings for the Borrower and the facilities described
hereunder to the extent such rating agencies are subject to customary confidentiality obligations of professional practice or agree
to be bound by the terms of this Section 13.16 (or confidentiality provisions at least as restrictive as those set forth
in this Section 13.16). Notwithstanding the foregoing, (i) Confidential Information shall not include, with respect to any
Person, information available to it or its Affiliates on a non-confidential basis from a source other than Holdings, its Subsidiaries
or their respective Affiliates, (ii) the Administrative Agent shall not be responsible for compliance with this Section 13.16
by any other Restricted Person (other than its officers, directors or employees), (iii) in no event shall any Lender, the Administrative
Agent or any other Agent be obligated or required to return any materials furnished by Holdings or any of its Subsidiaries, and
(iv) each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market
data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection
with the administration, settlement and management of this Agreement and the other Credit Documents.


 




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13.17       Direct
Website Communications. Each of Holdings and the Borrower may, at its option, provide to the Administrative Agent any information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents, including,
without limitation, all notices, requests, financial statements, financial, and other reports, certificates, and other information
materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing
or other extension of credit (including any election of an interest rate or interest period relating thereto, (B) relates to the
payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of
any default or event of default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications
being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft
medium in a format reasonably acceptable to the Administrative Agent to the Administrative Agent at an email address provided by
the Administrative Agent from time to time; provided that (i) upon written request by the Administrative Agent, Holdings
or the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender
until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Holdings or the Borrower
shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide
to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be
solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative
Agent and maintaining its copies of such documents. Nothing in this Section 13.17 shall prejudice the right of Holdings,
the Borrower, the Administrative Agent, any other Agent or any Lender to give any notice or other communication pursuant to any
Credit Document in any other manner specified in such Credit Document.


 


The Administrative Agent agrees that the
receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery
of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that notice to it (as
provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery
of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees (A) to notify the Administrative
Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing
notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.


 


(a)         Each
of Holdings and the Borrower further agrees that any Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”), so
long as the access to such Platform (i) is limited to the Agents, the Lenders and Transferees or prospective Transferees and (ii)
remains subject to the confidentiality requirements set forth in Section 13.16.


 


(b)         THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF ANY MATERIALS OR INFORMATION PROVIDED BY THE CREDIT PARTIES (THE “BORROWER MATERIALS”) OR THE ADEQUACY OF
THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS
OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”
and each an “Agent Party”) have any liability to the Borrower, any Lender, or any other Person for losses, claims,
damages, liabilities, or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the internet, except to the extent the liability of any
Agent Party resulted from such Agent Party’s (or any of its Related Parties’ (other than any trustee or advisor)) gross
negligence, bad faith or willful misconduct or material breach of the Credit Documents as determined in the final non-appealable
judgment of a court of competent jurisdiction.


 




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(c)         Each
of Holdings and the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders
that do not wish to receive material non-public information with respect to Holdings, the Borrower, the Subsidiaries or their securities)
and, if documents or notices required to be delivered pursuant to the Credit Documents or otherwise are being distributed through
the Platform, any document or notice that Holdings or the Borrower has indicated contains only publicly available information with
respect to Holdings or the Borrower may be posted on that portion of the Platform designated for such public-side Lenders. If Holdings
or the Borrower has not indicated whether a document or notice delivered contains only publicly available information, the Administrative
Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material
nonpublic information with respect to Holdings, the Borrower, the Subsidiaries and their securities. Notwithstanding the foregoing,
each of Holdings and the Borrower shall use commercially reasonable efforts to indicate whether any document or notice contains
only publicly available information; provided however that, the following documents shall be deemed to be marked “PUBLIC,”
unless the Borrower notifies the Administrative Agent promptly that any such document contains material nonpublic information:
(1) the Credit Documents, (2) any notification of changes in the terms of the Credit Facility and (3) all financial statements
and certificates delivered pursuant to Sections 9.1(a),(b) and (d).


 


13.18       USA
PATRIOT Act. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify,
and record information that identifies each Credit Party, which information includes the name and address of each Credit Party
and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act.


 


13.19       [Reserved].


 


13.20       Payments
Set Aside. To the extent that any payment by or on behalf of Holdings or the Borrower is made to any Agent or any Lender, or
any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into
by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver, or any other party, in connection with any
proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and
(b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered
from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per
annum equal to the applicable Overnight Rate from time to time in effect.


 


13.21       No
Fiduciary Duty. Each Agent, each Syndication Agent, each Documentation Agent, each Joint Lead Arranger and Bookrunner, each
Letter of Credit Issuer, each Lender and their Affiliates (collectively, the “Lender Parties”), may have economic
interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees
that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary
or other implied duty between any Lender Party, on the one hand, and such Credit Party, its stockholders or its affiliates, on
the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the
exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties,
on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x)
no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates
with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process
leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Party, its
stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set
forth in the Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any
Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own
legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment
with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender
Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection
with such transaction or the process leading thereto.


 




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13.22       Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender that is an EEA Financial Institution
is a party to this Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement
or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial
Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-down and
Conversion Powers of 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


 


(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 Credit Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of any EEA Resolution
Authority.


 


13.23       Acknowledgement
Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee or otherwise, for
any swap contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and
each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


(a)         In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 




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(b)         As
used in this Section 13.23, the following terms have the following meanings:


 


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


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).


 


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


 


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


 


[signature pages intentionally omitted]


 




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