Exhibit 10.16


 


Execution
Version


 


Notwithstanding
anything herein to the contrary, the priority of the lien and security interest granted to the Second Lien Agent pursuant to or
in connection with this Agreement and the exercise of any right or remedy by the Second Lien Agent hereunder or thereunder are
subject to the provisions of the Intercreditor Agreement dated as of July 29, 2016 (as amended, restated, supplemented or otherwise
modified from time to time, the “Intercreditor Agreement”), between BMO Harris Bank N.A., as the First Lien
Agent, and Babson Capital Finance LLC, as Second Lien Agent. In the event of any conflict between the terms of the Intercreditor
Agreement and this agreement or any Security Instrument with respect to the priority of the lien and security interest granted
to the Second Lien Agent and the exercise of any right or remedy by the Second Lien Agent, the terms of the Intercreditor Agreement
shall control


 





 



 


SECOND
LIEN CREDIT AGREEMENT


 


Dated
as of July 29, 2016


 


among


 


FINTECH
MERGER SUB, INC.,


into
which


FTS
HOLDING CORPORATION


shall
be merged,


as
Borrower,


 


FINTECH
ACQUISITION CORP.,


as
Guarantor,


 


Cardconnect,
llc


and


princeton
payment solutions, llc,


as
Subsidiary Guarantors


 


CERTAIN
FINANCIAL INSTITUTIONS,


as
Lenders,


 


and


 


BABSON
CAPITAL FINANCE LLC,


as
Administrative Agent, Joint Lead Arranger and Joint Bookrunner


 


BMO
Capital Markets corp.,


as
Joint Lead Arranger and Joint Bookrunner


 


 



 




     


     

    

 


TABLE
OF CONTENTS


 


	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01.	Defined
    Terms	1
	1.02.	Other
    Interpretive Provisions	32
	1.03.	Accounting
    Terms	33
	1.04.	Uniform
    Commercial Code	34
	1.05.	Rounding	34
	1.06.	Limited
    Condition Acquisitions	34
	1.07.	Foreign
    Currency	34
	1.08.	Times
    of Day	34
	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	35
	 	 
	2.01.	Loan
    Commitments	35
	2.02.	Borrowings,
    Conversions and Continuations of Loans	35
	2.03.	[Reserved]	36
	2.04.	[Reserved]	36
	2.05.	Repayment
    of Loans	36
	2.06.	Prepayments	37
	2.07.	Termination
    or Reduction of Commitments	39
	2.08.	Interest	39
	2.09.	Fees	40
	2.10.	Computation
    of Interest and Fees	40
	2.11.	Evidence
    of Debt	40
	2.12.	Payments
    Generally; Administrative Agent’s Clawback	40
	2.13.	Sharing
    of Payments by Lenders	42
	2.14.	[Reserved]	43
	2.15.	[Reserved].	43
	2.16.	[Reserved]	43
	2.17.	Increase
    in Term Loan Facility	43
	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	45
	 	 
	3.01.	Taxes	45
	3.02.	Illegality	49
	3.03.	Inability
    to Determine Rates	49
	3.04.	Increased
    Costs; Reserves on Eurodollar Rate Loans	50
	3.05.	Compensation
    for Losses	51
	3.06.	Mitigation
    Obligations	52
	3.07.	Survival	52



 






    		-i-	 



     

    

 


	ARTICLE
    IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	52
	 	 
	4.01.	Conditions
    of Funding of Term Loan on the Closing Date	52
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	55
	 	 
	5.01.	Existence,
    Qualification and Power	55
	5.02.	Authorization;
    No Contravention; Consents	55
	5.03.	Governmental
    Authorization; Other Consents	55
	5.04.	Binding
    Effect	55
	5.05.	Financial
    Statements; No Material Adverse Effect	56
	5.06.	Litigation	56
	5.07.	No
    Default	56
	5.08.	Ownership
    of Property; Liens	56
	5.09.	Environmental
    Compliance	57
	5.10.	Insurance
    and Casualty	57
	5.11.	Taxes	57
	5.12.	ERISA
    Compliance	58
	5.13.	Margin
    Regulations; Investment Company Act	58
	5.14.	Disclosure	59
	5.15.	Compliance
    with Laws	59
	5.16.	Labor
    Matters	59
	5.17.	Solvency	60
	5.18.	Registered
    ISO	60
	5.19.	Sanctions
    Concerns and Anti-Corruption Laws	60
	5.20.	Responsible
    Officers	60
	5.21.	Subsidiaries;
    Equity Interests; Loan Parties	60
	5.22.	Collateral
    Representations	61
	5.23.	Brokers	62
	5.24.	Senior
    Indebtedness	62
	5.25.	EEA
    Financial Institutions	63
	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS	63
	 	 	 
	6.01.	Financial
    Statements	63
	6.02.	Other
    Information	64
	6.03.	Notices	65
	6.04.	Payment
    of Obligations	66
	6.05.	Preservation
    of Existence, Etc	66
	6.06.	Maintenance
    of Properties	66
	6.07.	Maintenance
    of Insurance; Condemnation Proceeds	66
	6.08.	Compliance
    with Laws Generally; Environmental Laws	67
	6.09.	Books
    and Records	67
	6.10.	Inspection
    Rights, Meetings with Administrative Agent	67
	6.11.	Compliance
    with ERISA	68



 






    		-ii-	 



     

    

 


	6.12.	Use
    of Proceeds	68
	6.13.	Material
    Contracts	68
	6.14.	Covenant
    to Guarantee Obligations	68
	6.15.	Covenant
    to Give Security	69
	6.16.	Further
    Assurances	70
	6.17.	Synovus
    Sponsorship Agreement	70
	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	70
	 	 
	7.01.	Liens	70
	7.02.	Indebtedness	72
	7.03.	Investments	74
	7.04.	Mergers,
    Dissolutions, Etc	75
	7.05.	Dispositions	76
	7.06.	Restricted
    Payments	76
	7.07.	Change
    in Nature of Business	77
	7.08.	Transactions
    with Affiliates	77
	7.09.	Inconsistent
    Agreements	78
	7.10.	Use
    of Proceeds	78
	7.11.	Financial
    Covenants	78
	7.12.	Amendment
    to First Lien Loan Documents; Amendment to Organization Documents	78
	7.13.	Sale
    and Leaseback Transactions	79
	7.14.	Prepayments,
    Etc. of Indebtedness	79
	7.15.	Management
    Bonuses	79
	7.16.	Sanctions	80
	7.17.	Disqualified
    Equity Interest.	80
	7.18.	Composition
    of Merchant Portfolio	80
	7.19.	Holdings
    Covenant	80
	7.20.	Anti-Layering.	80
	7.21.	Holdings
    Preferred Equity Maximum Leverage	80
	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	81
	 	 	 
	8.01.	Events
    of Default	81
	8.02.	Remedies
    Upon Event of Default	83
	8.03.	Application
    of Funds	83
	8.04.	Equity
    Cure Right	84
	 	 	 
	ARTICLE IX ADMINISTRATIVE AGENT	85
	 	 	 
	9.01.	Appointment
    and Authority; Limitations on Lenders	85
	9.02.	Rights
    as a Lender	86
	9.03.	Exculpatory
    Provisions	86
	9.04.	Reliance
    by Administrative Agent	87
	9.05.	Delegation
    of Duties	87



 






    		-iii-	 



     

    

 


	9.06.	Resignation
    of Administrative Agent	87
	9.07.	Non-Reliance
    on Administrative Agent and Other Lenders	88
	9.08.	No
    Other Duties, Etc	88
	9.09.	Administrative
    Agent May File Proofs of Claim; Credit Bidding	88
	9.10.	Collateral
    Matters	89
	9.11.	Other
    Collateral Matters	89
	9.12.	Right
    to Perform, Preserve and Protect	89
	9.13.	[Reserved].	90
	9.14.	Designation
    of Additional Agents	90
	9.15.	Authorization
    to Enter into Intercreditor Agreement	90
	 	 	 
	ARTICLE X MISCELLANEOUS	90
	 	 
	10.01.	Amendments,
    Etc	90
	10.02.	Notices;
    Effectiveness; Electronic Communication	92
	10.03.	No
    Waiver; Cumulative Remedies	94
	10.04.	Expenses;
    Indemnity; Damage Waiver	94
	10.05.	Marshalling;
    Payments Set Aside	96
	10.06.	Successors
    and Assigns	97
	10.07.	Treatment
    of Certain Information; Confidentiality	100
	10.08.	Right
    of Setoff	101
	10.09.	Interest
    Rate Limitation	101
	10.10.	Counterparts;
    Integration; Effectiveness	101
	10.11.	Survival	102
	10.12.	Severability	102
	10.13.	Replacement
    of Lenders	102
	10.14.	Governing
    Law; Jurisdiction; Etc	103
	10.15.	Waiver
    of Jury Trial	103
	10.16.	USA
    PATRIOT Act Notice	104
	10.17.	No
    Advisory or Fiduciary Responsibility	104
	10.18.	Attachments	104
	10.19.	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	104
	 	 	 
	ARTICLE XI CONTINUING GUARANTEE	105
	 	 	 
	11.01.	Guarantee	105
	11.02.	Rights
    of Lenders	106
	11.03.	Certain
    Waivers	106
	11.04.	Obligations
    Independent	107
	11.05.	Subrogation	107
	11.06.	Termination;
    Reinstatement	107
	11.07.	Subordination	108
	11.08.	Stay
    of Acceleration	108
	11.09.	Condition
    of Borrower	108
	11.10.	Limitation
    of Liability	108


 




    		-iv-	 



     

    

 


SCHEDULES


 


	 	1.01(c)	Responsible
    Officers
	 	2.01	Commitments
    and Applicable Percentages
	 	5.10	Insurance
	 	5.12	Pension
    Plans
	 	5.16	Labor
    Matters
	 	5.21(a)	Subsidiaries,
    Joint Ventures, Partnerships and Other Equity Investments
	 	5.21(b)	Loan
    Parties
	 	5.22(b)	Intellectual
    Property
	 	5.22(c)	Documents,
    Instruments, and Tangible Chattel Paper
	 	5.22(d)(i)	Deposit
    Accounts & Securities Accounts
	 	5.22(d)(ii)	Electronic
    Chattel Paper & Letter-of-Credit Rights
	 	5.22(e)	Commercial
    Tort Claims
	 	5.22(f)	Pledged
    Equity Interests
	 	5.22(g)	Locations
	 	5.22(h)	Material
    Contracts
	 	7.01	Existing
    Liens
	 	7.02	Existing
    Indebtedness
	 	7.03	Existing
    Investments
	 	7.08	Affiliate
    Transactions
	 	10.02	Administrative
    Agent’s Office (and Account)


 


EXHIBITS


 


	 	 	Form
    of
	 	 	 
	 	A	Committed
    Loan Notice
	 	B	[Reserved.]
	 	C-1	[Reserved.]
	 	C-2	Term
    Loan Note
	 	D	Compliance
    Certificate
	 	E	Excess
    Cash Flow Certificate
	 	F	Assignment
    and Assumption
	 	G	Closing
    Checklist
	 	H	Joinder
    Agreement
	 	I	Landlord
    Waiver
	 	J	Authorization
    to Share Insurance Information
	 	K	U.S.
    Tax Compliance Certificates


 




    		-v-	 



     

    

 


SECOND
LIEN CREDIT AGREEMENT


 


This
SECOND LIEN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
is entered into as of July 29, 2016, among FINTECH MERGER SUB, INC., a Delaware corporation (“Merger Sub”
and, prior to and after the Closing Date Acquisition (as defined below), the “Borrower”) into which
FTS HOLDING CORPORATION, a Delaware corporation (“FTS” and, immediately after giving effect to
the consummation of the Closing Date Acquisition, the “Borrower”) shall merge, FINTECH ACQUISITION
CORP., a Delaware corporation (“Holdings”), CARDCONNECT, LLC, a Delaware limited liability
company (“CardConnect”), PRINCETON PAYMENT SOLUTIONS, LLC, a Delaware limited liability company
(“Princeton”; each of Princeton and CardConnect may be referred to individually, as a “Subsidiary
Guarantor” and collectively herein as “Subsidiary Guarantors”), EACH LENDER FROM TIME
TO TIME PARTY HERETO (collectively, “Lenders” and individually, a “Lender”),
and BABSON CAPITAL FINANCE LLC, as Administrative Agent.


 


Preliminary
Statements


 


A.The
Borrower has requested that Lenders provide a credit facility to Borrower to (i) fund a portion of the Closing Date Acquisition
(as defined below) pursuant to the terms of the Closing Date Purchase Agreement (as defined below), (ii) repay all amounts owing
under the Existing Agreement, (iii) provide for working capital and other general corporate purposes of the Borrower and its Subsidiaries
and (iv) fund certain fees and expenses associated with the funding of the Loans and consummation of the Closing Date Acquisition;


 


B.Borrower
desires to secure all of its Obligations under the Loan Documents by granting to Administrative Agent, for the benefit of the
Secured Parties, a security interest in and lien upon substantially all of its property;


 


C.Holdings,
which owns all of the Equity Interests of Borrower, is willing to guaranty all of the Obligations and to pledge to Administrative
Agent, for the benefit of the Secured Parties, all of the Equity Interests of the Borrower and substantially all of its other
property to secure the Obligations;


 


D.Subject
to the terms hereof, each Subsidiary of the Borrower (other than any Excluded Subsidiary) is willing to guaranty all of the Obligations
of the Borrower and to grant to Administrative Agent, for the benefit of the Secured Parties, a security interest in and lien
upon substantially all of its property; and


 


E.Lenders
are willing to provide the credit facility on the terms and conditions set forth in this Agreement.


 


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


 


ARTICLE
I

DEFINITIONS
AND ACCOUNTING TERMS


 


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


 






    	 	-1-	 



     

    

 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition
of (a) a majority equity or other ownership interest in another Person (including the purchase of an option, warrant or convertible
or similar type security to acquire such a majority interest at the time it becomes exercisable by the holder thereof), or (b)
assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business
or division conducted by such Person.


 


“Acquisition
Agreement Signing Date” has the meaning specified in Section ‎2.17(e).


 


“Acquisition
Consideration” means, in connection with any Acquisition, the total cash consideration paid or payable (including without
limitation, any deferred purchase price, including any seller debt), assumed Indebtedness incurred in connection therewith less
any cash and Cash Equivalents reflected on the balance sheet of the target and its domestic Subsidiaries that are required to
become Loan Parties hereto pursuant to Section 6.14 herein on the date such Acquisition is consummated immediately after
giving effect to such Acquisition (but excluding, for the avoidance of doubt, any transaction costs, fees and expenses incurred
in connection with any such Acquisition).


 


“Additional
Lender” has the meaning specified in Section 2.17(c).


 


“Administrative
Agent” means Babson Capital, in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent permitted pursuant to Section 9.06.


 


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


 


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


 


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


 


“Agent
Parties” has the meaning specified in Section 10.02(c).


 


“Agreement”
has the meaning specified in the introductory paragraph hereto.


 


“Applicable
Margin” means 8.50% per annum with respect to Base Rate Loans and 9.50% per annum with respect to Eurodollar Rate Loans.


 


“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Term Loan Facility represented by (i) on or prior to the Closing Date, such Lender’s Term Loan Commitment at such time
and (ii) thereafter, the Outstanding Amount of such Lender’s Term Loans at such time. The initial Applicable Percentage
of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable.


 


“Applicable
Premium” means as of the date of the occurrence of an Applicable Premium Trigger Event:


 






    	 	-2-	 



     

    

 


(a)
during the period of time from and after the Closing Date up to and including the date that is the first anniversary of
the Closing Date, an amount equal to 2.0% of the principal amount of the Term Loan prepaid on such date in cash to the
Administrative Agent for the ratable account of the Lenders;


 


(b)
during the period of time from the day after the first anniversary of the Closing Date up to and including the date that
is the second anniversary of the Closing Date, an amount equal to 1.0% of the principal amount of the Term Loan prepaid on
such date in cash to the Administrative Agent for the ratable account of the Lenders; and


 


(c)
from the day after the  second anniversary of the Closing Date, zero.


 


“Applicable
Premium Trigger Event” means any prepayment by any Loan Party of all, or any part, of the principal balance of any Term
Loan for any reason (including, but not limited to, any optional prepayment or mandatory prepayment, and distribution in respect
thereof, any refinancing thereof), whether in whole or in part, and whether before or after (i) the occurrence of an Event of
Default, or (ii) the commencement of any insolvency proceeding, and notwithstanding any acceleration (for any reason) of the Obligations;
provided, that any mandatory prepayment required to be made pursuant to Section 2.06(b)(i), (ii) (other than in connection with
a sale of all or substantially of assets) and (iv) shall not constitute an Applicable Premium Trigger Event.


 


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


 


“Arranger”
means BMO Capital Markets Corp. or Babson Capital, each as a joint lead arranger.


 


“Arrangers”
means collectively, BMO Capital Markets Corp. and Babson Capital.


 


“Assignee
Group” means two or more assignees of Loans or Commitments that are Affiliates of one another or two or more Approved
Funds managed by the same investment advisor.


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee of Loans or Commitments
(with the consent of any party whose consent is required by Section 10.06(b)), and accepted by Administrative Agent, in
substantially the form of Exhibit F or any other form reasonably acceptable to the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any
synthetic lease or other similar financing lease, the capitalized amount of the remaining lease payments under the relevant lease
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted
for as a capital lease.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of FTS and its Subsidiaries for the Fiscal Year ended
December 31, 2015, and the related consolidated statements of income or operations, retained earnings and cash flows for such
Fiscal Year, including the notes thereto.


 






    	 	-3-	 



     

    

 


“Available
Amount” means, on any date of determination, an amount equal to (a) the sum of (without duplication) (i) the
cumulative amount of Net Cash Proceeds of any issuance of Equity Interests of the Borrower, or capital contribution to the Borrower
(other than proceeds of any Permitted Cure Securities), received by the Borrower after the Closing Date and on or prior to such
date, but only to the extent such Net Cash Proceeds are not otherwise applied hereunder by the Borrower and (ii) an amount determined
on a cumulative basis equal to the portion of Excess Cash Flow (i.e., 75%, 50% or 25%, as applicable) for each full Fiscal Year
ending after the Closing Date and prior to such date of determination that was not required to be applied to prepay the First
Lien Obligations pursuant to Section 2.06(b)(i) of the First Lien Credit Agreement or the Obligations pursuant to Section
2.06(b)(i) hereof; minus (b) the aggregate amount of the Available Amount used to make Investments pursuant to Section
7.03(k) during the period from and including the Business Day immediately following the Closing Date through and including
such date of determination (without taking account of the intended usage of the Available Amount on such date of determination)
minus (c) the aggregate amount of the Available Amount used to pay dividends and distributions pursuant to Section ‎7.06(i)
during the period from and including the Business Day immediately following the Closing Date through and including such date
of determination (without taking account of the intended usage of the Available Amount on such date of determination) minus
(d) the aggregate amount of the Available Amount used to pay or prepay Indebtedness pursuant to Section 7.14(f) during
the period from and including the Business Day immediately following the Closing Date through and including such date of determination
(without taking account of the intended usage of the Available Amount on such date of determination) minus (e) the aggregate
amount of the Available Amount used for Permitted Acquisitions pursuant to clause (d) of the defined term “Permitted Acquisition”
during the period from and including the Business Day immediately following the Closing Date through and including such date of
determination (without taking account of the intended usage of the Available Amount on such date of determination).


 


Notwithstanding
anything herein to the contrary, usage of the Available Amount shall only be permitted in all cases to the extent that, immediately
prior to giving effect to the transaction utilizing the Available Amount, no Default or Event of Default shall have occurred and
be continuing or would immediately result therefrom and usage (i) pursuant to Section 7.06(i), shall only be permitted
to the extent that the Consolidated Total Net Leverage Ratio does not exceed 2.85 to 1.00, on a pro forma basis (calculating all
Indebtedness as of such date and calculating Consolidated EBITDA as of the last day of the most recently ended twelve Fiscal Month
period for which financial statements are required to be delivered pursuant to the terms of this Agreement) and (ii) pursuant
to Section 7.14(f), shall only be permitted to the extent that that the Consolidated Total Net Leverage Ratio does not
exceed 2.85 to 1.00, on a pro forma basis (including the incurrence of any Indebtedness in connection therewith) as of the last
day of the most recently ended twelve Fiscal Month period for which financial statements are required to be delivered pursuant
to the terms of this Agreement).


 


“Babson
Capital” means Babson Capital Finance LLC.


 


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


 


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


 


“Bankruptcy
Code” means title 11 of the United States Code, as in effect from time to time.


 






    	 	-4-	 



     

    

 


“Base
Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the rate of interest, which is identified
as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate
ceases to be published, as quoted from such other generally available and recognizable national publication as Administrative
Agent may select) or its equivalent for U.S. Dollar loans to borrowers located in the United States, for such day; (b) the Federal
Funds Rate for such day, plus 0.50%; and (c) the Eurodollar Rate (taking into account any interest rate floor), calculated for
such day for an Interest Period of one month plus 1.00%; provided, however, at no time shall the Base Rate be less than 2.00%
per annum.


 


“Base
Rate Loan” means a Loan (or segment of a Loan) that bears interest based on the Base Rate.


 


“BMO”
means BMO Harris Bank N.A.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower
Materials” has the meaning specified in Section 10.02(c).


 


“Borrowing”
means a Term Borrowing.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to
close under the Laws of, Chicago, Illinois or New York, New York and, if such day relates to any interest rate settings as to
a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or
any other dealings to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day
that is also a London Banking Day.


 


“Capital
Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided,
that, for purposes of this Agreement, the determination of whether a lease is required to be accounted for as a Capital Lease
on the balance sheet of such Person shall be made by reference to GAAP as in effect on the Closing Date.


 


“Cash
Collateral Account” means the escrow account established under that certain Escrow Agreement, dated as of the Closing
Date, by and among Holdings, Falcon Strategic Partners V, L.P. and U.S. Bank, National Association, funded solely with $7,500,000
on the Closing Date.


 


“Cash
Equivalents” means any of the following types of property, to the extent owned by Holdings or any of its Subsidiaries:


 


(a)cash,
denominated in Dollars or, with respect to a Foreign Subsidiary, any other lawful currency;


 


(b)readily
marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations
the timely payment of principal and interest on which are fully and unconditionally guaranteed by the government of the United
States or any state or municipality thereof, in each case so long as such obligation has an investment grade rating by S&P
and Moody’s;


 


(c)commercial
paper maturing no more than one year from the date of creation thereof and rated at least P-1 (or the then equivalent grade) by
Moody’s and A-1 (or the then equivalent grade) by S&P, or carrying an equivalent rating by a nationally recognized rating
agency if at any time neither Moody’s nor S&P shall be rating such obligations;


 






    	 	-5-	 



     

    

 


(d)insured
certificates of deposit or bankers’ acceptances of, or time deposits with any commercial bank that (i) is a member of the
Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) above, (iii)
is organized under the laws of the United States or of any state thereof and (iv) has combined capital and surplus of at least
$500,000,000;


 


(e)readily
marketable general obligations of any corporation organized under the laws of any state of the United States, payable in the United
States, expressed to mature not later than twenty-four months following the date of issuance thereof and rated A or better by
S&P or A2 or better by Moody’s;


 


(f)readily
marketable shares of investment companies or money market funds that, in each case, invest solely in the foregoing Investments
described in clauses (a) through (e) above; and


 


(g)in
the case of a Foreign Subsidiary, Investments of a kind or type similar to Cash Equivalents described above (replacing United
States or any state, agency, instrumentality or municipality thereof with the corresponding Governmental Authorities of any foreign
jurisdiction and using comparable ratings, if any, customary in the relevant jurisdiction) in any country other than the United
States where such Foreign Subsidiary maintains a business location.


 


“CFC”
means a “controlled foreign corporation” as defined in Section 957 of the Code.


 


“CFC
HoldCo” means any Subsidiary, substantially all of the assets of which consist of the Equity Interests (including any
debt instrument treated as equity for U.S. federal income tax purposes) and debt of one or more CFCs.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by
a Governmental Authority or (c) the making or issuance of any request, rule, guideline, interpretation, or directive (whether
or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.


 


“Change
of Control” means an event or series of events by which:


 


(a)any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan), other than Sponsor and its Fund Affiliates, becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person
or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right
to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)),
directly or indirectly, of 35% or more of the equity securities of Holdings entitled to vote for members of the board of directors
or equivalent governing body of Holdings on a fully-diluted basis (and taking into account all such securities that such person
or group has the right to acquire pursuant to any option right); or


 






    	 	-6-	 



     

    

 


(b)Holdings
shall fail to own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding Equity
Interests of the Borrower; or


 


(c)the
Borrower shall fail to own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding
Equity Interests of each of its Subsidiaries, except where such failure is the result of a transaction permitted under the Loan
Documents; or


 


(d)any
“change of control” or similar event or any exercise of a put under the Holdings Preferred Equity Documents; or


 


(e)any
“change of control” or similar event under the First Lien Loan Documents.


 


“Closing
Date” means July 29, 2016.


 


“Closing
Date Acquisition” means the Acquisition provided for in the Closing Date Purchase Agreement.


 


“Closing
Date Acquisition Documents” means the Closing Date Purchase Agreement and all other material documents executed between
or among the Loan Parties and FTS in connection with the Closing Date Acquisition.


 


“Closing
Date Purchase Agreement” means that certain Agreement and Plan of Merger dated as of March 7, 2016, among Holdings,
Merger Sub and FTS pursuant to which FTS will merge with and into Merger Sub on the Closing Date, with Merger Sub continuing as
the surviving corporation after the merger.


 


“Code”
means the U.S. Internal Revenue Code of 1986.


 


“Collateral”
means, collectively, certain personal property of the Loan Parties or any other Person in which Administrative Agent or any Lender
Party is granted a Lien under any Security Instrument as security for all or any portion of the Obligations or any other obligation
arising under any Loan Document.


 


“Commitment”
means a Term Loan Commitment.


 


“Commitment
Letter” means the letter agreement, dated as of March 7, 2016 among Borrower and Administrative Agent.


 


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


 


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


 


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


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 






    	 	-7-	 



     

    

 


“Consolidated
EBITDA” means (x) net income (or loss) for the Measurement Period of the Borrower and its Subsidiaries, but excluding:
(a) the income (or loss) of any Person (other than Subsidiaries of Holdings) in which Holdings or any of its Subsidiaries has
an ownership interest unless received by Holdings or its Subsidiaries in a cash distribution; (b) the income (or loss) of any
Person accrued prior to the date it became a Subsidiary of Holdings or is merged into or consolidated with Holdings; and (c) the
undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents)
or requirement of law applicable to such Subsidiary, plus (y) (without duplication):


 


(i)any
provision for (less, even if it results in a negative number, any benefit, including income tax credits, from) federal, state,
local or other income and franchise taxes deducted (or included) in the determination of net income for the Measurement Period,


 


(ii)interest
expense, non-use fees, letter of credit fees, amortization or write-off of debt discount, debt issuance, warrant or other equity
issuance discounts, any unrealized net non-cash losses and net costs associated with permitted Swap Contracts in respect of the
Loans and other indebtedness permitted under this Agreement (less, even if it results in a negative number, interest income) deducted
(or included) in the determination of net income for the Measurement Period,


 


(iii)amortization
and depreciation deducted in the determination of net income for the Measurement Period,


 


(iv)losses
(less, even if it results in a negative number, gains) from Asset Dispositions included in the determination of net income for
the Measurement Period,


 


(v)non-cash
charges or expenses (less, even if it results in a negative number, non-cash gains or income) deducted (or included) in the determination
of net income for the Measurement Period and for which no cash outlay (or cash receipt) is foreseeable prior to the Term Loan
Maturity Date or, if later, the final scheduled installment in respect of the Term Loans; provided that if notwithstanding such
foreseeability any such amount is paid in cash in a subsequent Measurement Period, such amount shall be deducted from net income
to arrive at Consolidated EBITDA in such subsequent Measurement Period,


 


(vi)expenses
and fees deducted in the determination of net income and incurred during the Measurement Period in connection with the consummation
on the Closing Date of the Transaction, but in the case of such expenses and fees other than expenses and fees paid to Administrative
Agent and Lenders, solely to the extent disclosed to Administrative Agent (provided that disclosure in a disbursement letter or
flow of funds memorandum delivered on or prior to the Closing Date shall be sufficient) in an amount not to exceed $17,000,000
or incurred within the 12 month period immediately following the Closing Date in an amount not to exceed $500,000,


 


(vii)costs,
expenses and fees deducted in the determination of net income and incurred during the Measurement Period and after the Closing
Date in connection with the administration, any amendment, consent, waiver or other modification of the Loan Documents, the First
Lien Loan Documents or other subordinated debt expressly permitted hereunder,


 


(viii)extraordinary
items, other than gains and other items that increase net income (less, even if it results in a negative number, extraordinary
gains and other items that increase net income) deducted (or included) in the determination of net income during the Measurement
Period, net of related tax effects,


 


(ix)expenses
deducted in the determination of net income during the Measurement Period and covered by indemnification or purchase price adjustments
in connection with any Investment, to the extent actually received in cash during the Measurement Period, but only to the extent
such indemnification or purchase price adjustment is not included in the calculation of net income in such Measurement Period
or any future Measurement Period,


 






    	 	-8-	 



     

    

 


(x)expenses
and fees deducted in the determination of net income during the Measurement Period and paid to non-Affiliates and which are incurred
in connection with (A) the consummation (or attempted consummation) of any Permitted Acquisitions or any Acquisitions which would
reasonably be expected to have (if they had been consummated) satisfied the requirements of the defined term “Permitted
Acquisition” but for the fact they are not consummated and/or (B) issuances of equity securities, debt issuances or other
financings, mergers, investments or dispositions permitted by the Loan Documents (in each case whether consummated or not); provided
that the amount of such expenses and fees for all such non-consummated transactions shall not exceed $250,000 in any Fiscal Year
(“Transaction Fees”),


 


(xi)losses
deducted in the determination of net income during the Measurement Period, but for which insurance or indemnity recovery is (A)
actually received in cash during the Measurement Period or (B) reasonably expected to be received in cash within the 365 day period
following the end of the Measurement Period (it being understood to the extent such amounts are not so received in cash during
such 365 day period such expenses shall constitute a deduction to Consolidated EBITDA in all periods which include all or part
of such 365 day period),


 


(xii)expenses
deducted in the determination of net income during the Measurement Period and reimbursed by third parties to the extent such reimbursements
are actually received in cash during the Measurement Period,


 


(xiii)non-cash
exchange or translation losses (less, even if it results in a negative number, non-cash exchange or translation gains) deducted
(or included) in the determination of net income during the Measurement Period and arising from foreign currency hedging transactions
or currency fluctuations,


 


(xiv)expenses
deducted in the determination of net income during the Measurement Period and covered by contractual indemnification or refunding
provisions in favor of the Borrower or any of its Subsidiaries to the extent actually paid or refunded in cash by a third party
during such period,


 


(xv)any
non-cash cost or expense deducted in the determination of net income during the Measurement Period and recorded with respect to
stock options or other equity-based compensation and any management bonuses,


 


(xvi)restructuring
charges or reserves and business optimization expenses, which shall include any restructuring costs and integration costs incurred
in connection with the consummation of Permitted Acquisitions, tax reconciliation expenses, costs related to the closure and/or
consolidation of facilities, retention charges, contract termination costs, retention, recruiting, relocation, severance and signing
bonuses and expenses, transaction fees and expenses, future lease commitments, systems establishment costs, conversion costs and
excess pension charges, consulting fees and any one-time expense related to enhanced accounting function or any other costs incurred
in connection with any of the foregoing, and costs, fees, and expenses paid in connection with an Event of Loss, in each case
for any Measurement Period, only to the extent reasonably satisfactory to the First Lien Agent (or its assignee or replacement)
until the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement) and thereafter the Administrative Agent
and in an amount not to exceed 10% of Consolidated EBITDA in the aggregate for any such Measurement Period (calculated before
giving effect to any such addbacks and adjustments) (“Non-Recurring Items”),


 






    	 	-9-	 



     

    

 


(xvii)non-cash
deductions or charges (less, even if it results in a negative number, non-cash gains or positive adjustments) to net income attributable
to purchase accounting adjustments made in accordance with GAAP, and


 


(xviii)for
purposes of compliance with the financial covenants set forth in Section 7.11, the amount of any proceeds from the issuance
of Permitted Cure Securities in respect of such Measurement Period.


 


“Consolidated
Fixed Charge Coverage Ratio” has the meaning specified in the Compliance Certificate.


 


“Consolidated
Total Net Leverage Ratio” has the meaning specified in the Compliance Certificate.


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing,
a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote
10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.


 


“Controlled
Account Bank” means each bank with whom Deposit Accounts are maintained in which any funds of any of the Loan Parties
are maintained and with whom a Qualifying Control Agreement has been, or is required to be, executed in accordance with the terms
hereof.


 


“Core
Business” means any material line of business conducted by FTS and its Subsidiaries as of the Closing Date and any business
reasonably related, complementary or incidental thereto.


 


“Credit
Extension” means a Borrowing.


 


“Cure
Amount” has the meaning specified in Section 8.04.


 


“Cure
Right” has the meaning specified in Section 8.04.


 


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


 


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


 


“Default
Rate” means an interest rate equal to the rate of interest otherwise applicable hereunder plus 2% per annum, to the
fullest extent permitted by applicable Laws.


 






    	 	-10-	 



     

    

 


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


 


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


 


“Disqualified
Equity Interest” means any Equity Interest, other than the Holdings Preferred Equity, (a) that (i) matures or is redeemable
at the option of the holder thereof on or prior to the date that is 180 days after the Term Loan Maturity Date, (ii) is convertible
into or exchangeable for debt securities (unless only occurring at the sole option of the issuer thereof), or (iii) (A) requires
cash dividend payments prior to, or (B) provides the holders thereof with any rights to receive any cash upon the occurrence of
a change of control or sale of assets prior to, in each case, the date that is 180 days after the Term Loan Maturity Date and
(b) is defined as “Disqualified Equity Interest” in the First Lien Credit Agreement.


 


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


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States
(but excluding any territory or possession thereof).


 


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


 


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


 


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


 


“Environmental
Laws” means any and all applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits or licenses relating to pollution and the protection of the environment or the release of
any Hazardous Materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges
of Hazardous Materials to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened
release of any Hazardous Materials into the environment or (e) any contract or agreement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.


 






    	 	-11-	 



     

    

 


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


 


“Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests
in, including partnership, member or trust interests) such Person, all of the securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase
or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in
such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the
meaning of 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” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan
or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered
an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections
303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 


“Eurodollar
Rate” means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by Administrative
Agent pursuant to the following formula:


 


	Eurodollar
    Rate =	Eurodollar
    Base Rate
	1.00
    – Eurodollar Reserve Percentage


 


Where,


 


“Eurodollar
Base Rate” means, for such Interest Period, the higher of (a) the rate per annum equal to the ICE Benchmark Administration
(or the successor thereto if the ICE Benchmark Administration is no longer making the LIBOR Rate available) LIBOR Rate (“ICE
LIBOR”), as published by Reuters (or other commercially available source providing quotations of ICE LIBOR as designated
by Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement
of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period; provided that if such rate is not available at such time for any reason, then the “Eurodollar
Base Rate” for such Interest Period shall be the rate per annum determined by Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in immediately available funds in the approximate amount
of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered
by such other authoritative source (as is selected by Administrative Agent in its sole reasonable discretion) to major banks in
the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior
to the commencement of such Interest Period; provided that if at any time the Eurodollar Base Rate shall be less than zero,
such rate shall be deemed zero for purposes of this Agreement; provided further that, at no time shall the Eurodollar Base Rate
be less than 1%.


 






    	 	-12-	 



     

    

 


“Eurodollar
Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried
out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time
to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding. The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted
automatically as of the effective date of any change in the Eurodollar Reserve Percentage.


 


“Eurodollar
Rate Loan” means a Loan (or segment of a Loan) that bears interest at a rate based on the Eurodollar Rate.


 


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


 


“Event
of Loss” means, with respect to any property, any of the following: (a) any loss, destruction or damage of such property
or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such property by any
Governmental Authority, or confiscation of such property or the requisition of the use of such property by any Governmental Authority.


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Excess”
has the meaning specified in Section 2.17(f).


 


“Excess
Cash Flow” has the meaning specified in the Excess Cash Flow Certificate.


 


“Excess
Cash Flow Certificate” means a certificate substantially in the form of Exhibit E.


 






    	 	-13-	 



     

    

 


“Excluded
Property” means, with respect to any Loan Party, (a) unless requested by the Administrative Agent or the Required Lenders,
any Intellectual Property for which a perfected Lien thereon is not effected either by filing of a UCC financing statement or
by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and
Trademark Office, (b) unless requested by the Administrative Agent or the Required Lenders, any personal property (other than
personal property described in clause (a) above) for which the attachment or perfection of a Lien thereon is not governed by the
UCC, (c) (i) the Equity Interests of any CFC or CFC HoldCo (or any Subsidiary thereof) of any Loan Party to the extent not required
to be pledged to secure the Obligations pursuant to Sections 6.14 or 6.15 or the Security Instruments and (ii) any
assets of a CFC or CFC HoldCo (or any subsidiary thereof), (d) any property which, subject to the terms of Section 7.02(c),
is subject to a Lien of the type described in Section 7.01(i) pursuant to documents that prohibit such Loan Party from
granting any other Liens in such property and (e) any general intangible, permit, lease, license, contract or other instrument
of a Loan Party to the extent the grant of a security interest in such general intangible, permit, lease, license, contract or
other instrument in the manner contemplated by the Security Agreement, under the terms thereof or applicable Law, is prohibited
or would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter
such Loan Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both),
including any intent-to-use applications for trademarks to the extent that, and solely during the period in which, the grant of
a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, such
applications or any registration issued as a result of such applications under applicable Law; provided that (x) any such limitation
shall only apply to the extent that any such prohibition or right to terminate, accelerate or otherwise alter any Loan Party’s
rights, titles and interests could not be rendered ineffective pursuant to the UCC or any other applicable Law or principles of
equity and (y) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent
contained in any applicable Law, general intangible, permit, lease, license, contract or other instrument, to the extent sufficient
to permit any such item to become Collateral, or upon the granting of any such consent or waiving or terminating any requirement
for such consent, a security interest in such general intangible, permit, lease, license, contract or other instrument shall be
automatically and simultaneously granted under the Security Instruments and shall be included as Collateral; provided,
that “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded
Property (unless such proceeds. products, substitutions or replacements would otherwise constitute Excluded Property).


 


“Excluded
Subsidiary” means (i) any Immaterial Subsidiary, (ii) any CFC HoldCo, (iii) any CFC, or (iv) any Subsidiary that is
held directly or indirectly by a CFC or CFC HoldCo.


 


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


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
request by Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent
that, pursuant to Section 3.01 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) United States
federal withholding Taxes that would not have been imposed but for such Lender’s failure to comply with Section 3.01(e)
and (d) any United States withholding Taxes imposed under FATCA.


 






    	 	-14-	 



     

    

 


“Existing
Agreement” means that certain Credit Agreement dated as of June 12, 2012, among FTS Holding Corporation, CardConnect,
LLC, Princeton Payment Solutions, LLC, Bank of America, N.A., as administrative agent, and a syndicate of lenders, as amended
through the Closing Date.


 


“Extraordinary
Expenses” means all reasonable and documented costs, expenses, liabilities or advances that Administrative Agent incurs
during a Default or Event of Default, or during the pendency of a proceeding of any Loan Party under any Debtor Relief Laws, including
those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or
advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration
or other proceeding (whether instituted by or against Administrative Agent, any Lender, any Loan Party, any representative of
creditors of a Loan Party or any other Person) in any way relating to any Collateral (including the validity, perfection, priority
or avoidability of Administrative Agent’s Liens with respect to any Collateral), Loan Documents, or Obligations, including
any lender liability or other claims; (c) the exercise, protection or enforcement of any rights or remedies of Administrative
Agent in, or the monitoring of, any proceeding applicable to any Loan Party under any Debtor Relief Laws; (d) settlement or satisfaction
of any taxes, charges or Liens with respect to any Collateral; (e) any enforcement action by Administrative Agent pursuant to
this Agreement; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with
respect to any Loan Documents or Obligations. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees,
insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions,
auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees
of any Loan Party or independent contractors in liquidating any Collateral, and travel expenses.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version to the extent
such version is substantively comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof and any intergovernmental agreements and any agreements entered into pursuant to section 1471(b)(1)
of the Code.


 


“Facility”
means the Term Loan Facility.


 


“Facility
Termination Date” means the date as of which Payment in Full of all Obligations has occurred.


 


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


 


“Fee
Letter” means the letter agreement, dated as of March 7, 2016 among Borrower and Administrative Agent.


 


“First
Data Agreement” means that certain Amended and Restated Merchant Program Processing Agreement dated April 1, 2012 among
First Data Merchant Services Corporation, Wells Fargo Bank, N.A. and CardConnect, LLC (f/k/a Financial Transaction Services, LLC),
as amended October 27, 2015.


 






    	 	-15-	 



     

    

 


“First
Lien Agent” means BMO in its capacity as “Administrative Agent” under and as defined in the First Lien Credit
Agreement, and any successor administrative agent under the First Lien Loan Documents.


 


“First
Lien Credit Agreement” shall mean the Credit Agreement dated as of even date herewith among the Borrower, Holdings,
the Loan Parties, BMO, as administrative agent, and the other agents and lenders party thereto, as the same may be amended, restated,
amended and restated, renewed, refunded, replaced or refinanced from time to time in accordance with the terms of the Intercreditor
Agreement.


 


“First
Lien Facility” means the Facility (as defined in the First Lien Credit Agreement, as the same may be amended, restated,
amended and restated, renewed, refunded, replaced or refinanced from time to time in accordance with the terms of the Intercreditor
Agreement).


 


“First
Lien Indebtedness” means Indebtedness incurred by the Loan Parties under the First Lien Loan Documents, as the same
may be amended, restated, amended and restated, renewed, refunded, replaced or refinanced from time to time in accordance with
the terms of the Intercreditor Agreement.


 


“First
Lien Lenders” shall mean “Lenders” as defined in the First Lien Credit Agreement.


 


“First
Lien Loan Documents” shall mean the First Lien Credit Agreement and each of the “Loan Documents” as such
term is defined in the First Lien Credit Agreement.


 


“First
Lien Obligations” shall mean “First Lien Obligations” as defined in the Intercreditor Agreement.


 


“First
Lien Revolving Credit Commitments” means “Revolving Credit Commitment” as such term is defined in the First
Lien Credit Agreement.


 


“First
Lien Revolving Loans” means “Revolving Loan” as such term is defined in the First Lien Credit Agreement.


 


“First
Lien Term Loans” means “Term Loan” as such term is defined in the First Lien Credit Agreement.


 


“Fiscal
Month” means each fiscal month of the Borrower and its Subsidiaries ending on or about the last day of each calendar
month, as established by the Borrower from time to time.


 


“Fiscal
Quarter” means each fiscal quarter of the Borrower and its Subsidiaries as established by the Borrower from time to
time.


 


“Fiscal
Year” means each twelve Fiscal Month period of the Borrower and its Subsidiaries, ending on December 31 of each year.


 


“Foreign
Lender” means a Lender that is not a U.S. Person.


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


 






    	 	-16-	 



     

    

 


“Fraudulent
Conveyance” has the meaning specified in Section 11.10.


 


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


 


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


 


“Fund
Affiliates” shall mean, with respect to any person, any other person which (a) directly or indirectly, is in control
of, is controlled by, or is under common control with, such person and (b) is organized by the former such person (or by a person
controlling both of such persons) primarily for the purpose of making equity or debt investments in one or more companies, but,
in each case, not including any of such person’s portfolio companies.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States, consistently applied, subject
to Sections 1.03(b) and 1.03(c) below.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantee”
means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or
lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation
of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the
obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against
loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent
or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith; provided, that with respect to clause (b) of the preceding sentence, if the subject
Indebtedness or other obligation is non-recourse, then the amount of such Guarantee shall be deemed to be the lower of the amount
of such Guarantee determined pursuant to the foregoing terms of this sentence or the fair market value of the property subject
to such Lien. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantor”
means Holdings, each Subsidiary Guarantor and each other Person that becomes a guarantor of all or part of the Obligations after
the Closing Date pursuant to Section 6.14 of the Agreement or otherwise.


 






    	 	-17-	 



     

    

 


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


 


“Holdings”
has the meaning specified in the introductory paragraph hereto.


 


“Holdings
Preferred Equity” means the Series A Preferred Stock issued to Falcon Strategic Partners V, L.P. pursuant to the Holdings
Preferred Equity Documents.


 


“Holdings
Preferred Equity Documents” means (i) the FinTech Acquisition Corp. Certificate of Designation of Preferences, Rights
and Limitations of Series A Preferred Stock, (ii) the Securities Purchase Agreement dated as of June 23, 2016, by and between
Holdings and Falcon Strategic Partners V, LP, and (iii) Escrow Agreement dated as of July 29, 2016 by and among Holdings, Falcon
Strategic Partners V, L.P. and U.S. Bank, National Association, and (iv) Management Rights Letter dated as of July 29, 2016 by
and between Holdings and Falcon Strategic Partners V, L.P.


 


“Immaterial
Subsidiary” means any Subsidiary that (i) has no active operations, (ii) generates no income and (iii) holds no assets
that are, individually or in the aggregate, material to the business or operations of the Loan Parties.


 


“Increase”
has the meaning specified in Section 2.17(a).


 


“Increase
Effective Date” has the meaning specified in Section 2.17(d).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


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


 


(b)all
direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;


 


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


 


(d)all
obligations of such Person to pay the deferred purchase price of property or services (other than trade payables and salaries
and other accrued compensation incurred in the Ordinary Course of Business and not more than one hundred and eighty (180) days
past due) and any obligations with respect to earnouts and other similar contingent obligations incurred in connection with Permitted
Acquisitions, in each case with respect to earnouts and other similar contingent obligations to the extent such obligations would
be required to be set forth as liabilities on a balance sheet in accordance with GAAP;


 


(e)indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse; provided that the amount of any such non-recourse indebtedness shall be limited to the
lesser of (i) the fair market value of any property securing such indebtedness and (ii) the aggregate outstanding amount of such
indebtedness;


 






    	 	-18-	 



     

    

 


(f)all
Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of
such Person;


 


(g)any
Disqualified Equity Interest; and


 


(h)all
Guarantees of such Person in respect of any of the foregoing.


 


For
all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a
joint venturer, unless such Indebtedness is made expressly non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. Notwithstanding anything
herein to the contrary, the Indebtedness of any Person shall not include Settlement Obligations.


 


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


 


“Indemnitees”
has the meaning specified in Section 10.04(b).


 


“Information”
has the meaning specified in Section 10.07.


 


“Intellectual
Property” means all past, present and future: trade secrets, know-how and other proprietary information; trademarks,
internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations,
adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill
of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter
be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or
applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property
embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design
applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books,
records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes,
executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the
right to sue for all past, present and future infringements of any of the foregoing; all other intellectual property; and all
common law and other rights throughout the world in and to all of the foregoing.


 


“Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of the date hereof, among Administrative Agent, First
Lien Agent, and the Loan Parties.


 


“Interest
Payment Date” means, (a) as to any Eurodollar Rate Loan, (i) the last day of each Interest Period applicable to such
Eurodollar Rate Loan; provided that if any Interest Period for a Eurodollar Loan is greater than three months, the respective
dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, (ii) with
respect to the portion prepaid or converted, any date that a Term Loan is prepaid or converted, in whole or in part, and (iii)
the Maturity Date with respect to such Loan; and (b) as to any Base Rate Loan, (i) the last Business Day of each month with respect
to interest accrued through the last day of the month ending immediately prior to such date, (ii) with respect to the portion
prepaid or converted, any date that a Term Loan is prepaid or converted, in whole or in part, and (iii) the Maturity Date with
respect to such Loan; provided, further, that interest accruing at the Default Rate shall be payable from time to
time upon written demand of Administrative Agent.


 






    	 	-19-	 



     

    

 


“Interest
Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed
or converted to or continued as a Eurodollar Rate Loan and ending, in each case, on the date one, two, three or six months thereafter,
or if available to each applicable Lender, nine or twelve months thereafter, as selected by Borrower in its Committed Loan Notice;
provided that:


 


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


 


(b)any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period;


 


(c)no
Interest Period shall extend beyond the Maturity Date; and


 


(d)no
Interest Period with respect to any portion of the Term Loan shall extend beyond a date on which Borrower is required to make
a scheduled payment of principal on the Term Loan unless the sum of (a) the aggregate principal amount of the Term Loan that is
Base Rate Loans plus (b) the aggregate principal amount of the Term Loan that is Eurodollar Loans with Interest Periods
expiring on or before such date equals or exceeds the principal amount to be paid on the Term Loan on such payment date.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the ownership,
purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest
in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which
the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series
of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount
of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value
of such Investment, less all returns of principal thereon (whether as principal, interest, dividends, distributions, proceeds
or otherwise) (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer
or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair
market value of such property at the time of such transfer or exchange and the amount of any loans and advances constituting Investments
shall be the principal amount thereof remaining unpaid, exclusive of any paid-in-kind or accrued interest or fees thereon.


 


“ISO”
means a registered “independent sales organization” with Visa and a registered “member service provider”
with MasterCard in the business of developing and marketing merchant bank card programs, originating merchant relationships and
providing merchant bank card management services.


 






    	 	-20-	 



     

    

 


“Joinder
Agreement” means a joinder agreement substantially in the form of Exhibit H executed and delivered in accordance
with the provisions of Sections 6.14 and 6.15.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in
each case whether or not having the force of law.


 


“LCA
Election” means an election by the Borrower with respect to a Limited Condition Acquisition that the satisfaction of
certain conditions shall be determined as set forth in Section 1.06 and 2.17 and in clauses (c) and (e)
of the definition of Permitted Acquisition.


 


“Lender”
has the meaning specified in the introductory paragraph hereto.


 


“Lender
Party” means (a) each Lender, (b) Administrative Agent, (c) each Related Party entitled to indemnification under Section
10.04(b) hereof, and (d) the successors and assigns permitted by Section 9.06 of each of the foregoing.


 


“Lender
Party Expenses” has the meaning set forth in Section 10.04(a).


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent in writing.


 


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


 


“Limited
Condition Acquisition” means a Permitted Acquisition whose consummation is not conditioned on the availability of, or
on obtaining, third party financing.


 


“Loan”
means an extension of credit under Article II in the form of a Term Loan, including any Increases.


 


“Loan
Account” has the meaning specified in Section 2.11(a).


 


“Loan
Documents” means this Agreement, each Note, each Security Instrument, the Intercreditor Agreement, any instrument identified
as a “Loan Document” and all other instruments and documents heretofore or hereafter executed by a Loan Party and
delivered to or in favor of any Lender or Administrative Agent in connection with the Loans made and transactions contemplated
by this Agreement (other than the Closing Date Acquisition Documents).


 


“Loan
Obligations” means all Obligations.


 


“Loan
Parties” means Borrower, Holdings and the Subsidiary Guarantors, collectively.


 






    	 	-21-	 



     

    

 


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


 


“Material
Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, business, properties
(taken as a whole), liabilities (actual or contingent, but taken as a whole) or financial condition of the Loan Parties and their
Subsidiaries, taken as a whole; (b) a material impairment on the ability of the Loan Parties, taken as a whole, to perform their
obligations under any Loan Document, in the case of payment obligations, as the same become due in the ordinary course; or (c)
a material adverse effect upon the validity or enforceability against any Loan Party of any Loan Document to which it is a party;
provided that for purposes of the initial extensions of credit and all representations and warranties made on the Closing
Date, and the condition precedent in Section 4.01(j), “Material Adverse Effect” shall mean only a Material
Adverse Effect (as defined in the Closing Date Purchase Agreement) and shall disregard consummation of the Merger (as defined
in the Closing Date Purchase Agreement).


 


“Material
Contract” means, with respect to any Person, any contract, agreement, permit or license, written or oral, of the Borrower
and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


“Maturity
Date” means the Term Loan Maturity Date.


 


“Maximum
Rate” has the meaning specified in Section 10.09.


 


“Measurement
Period” means, at any date of determination, the most recently completed twelve (12) consecutive Fiscal Months of the
Borrower and its Subsidiaries for which financial statements have or should have been delivered in accordance with Section
6.01(a) or 6.01(b).


 


“Merchant
Card Portfolio” means contracts with merchants to provide electronic credit and/or debit card authorization and payment
processing systems and services.


 


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


 


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


 


“Multiple
Employer Plan” means a Plan which has two or more contributing sponsors (at least one of which is a Loan Party, a Subsidiary
thereof or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064
of ERISA.


 


“Net
Cash Proceeds” means, with respect to any transaction or event, an amount equal to the cash proceeds received by any
Loan Party (or any Subsidiary) from or in respect of such transaction or event (including deferred payments and cash proceeds
of any initial non-cash proceeds of such transaction), less (a) any out-of-pocket expenses paid to an unaffiliated Person that
are reasonably incurred by such Loan Party or Subsidiary in connection therewith, including any taxes paid or reasonably estimated
by the applicable Loan Party or Subsidiary to be payable by such Person in respect of such cash proceeds or in respect of the
repatriation of such cash proceeds (provided, that if the actual amount of taxes paid is less than the estimated amount, the difference
shall immediately constitute Net Cash Proceeds) and (b) in the case of a Disposition or Event of Loss, the amount of any Indebtedness
secured by a Lien on the related asset and discharged from the proceeds of such Disposition or Event of Loss, and any taxes paid
or reasonably estimated by the applicable Loan Party or Subsidiary to be payable by such Person in respect of such Disposition
or Event of Loss or in respect of the repatriation of such proceeds (provided, that if the actual amount of taxes paid is less
than the estimated amount, the difference shall immediately constitute Net Cash Proceeds).


 






    	 	-22-	 



     

    

 


“Non-Consenting
Lender” has the meaning specified in Section 10.01.


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.03(b)(iii).


 


“Note”
means any or all of the Term Loan Notes.


 


“Obligations”
means all amounts owing by any Loan Party to Administrative Agent, any Lender or any other Lender Party pursuant to or in connection
with this Agreement or any other Loan Document or otherwise with respect to any Loan, including without limitation, all principal,
interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any proceeding
under any Debtor Relief Law relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed
in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses
(including all fees and expenses of counsel to Administrative Agent incurred and payable by the Loan Parties pursuant to this
Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing
or hereafter arising hereunder or thereunder, together with all renewals, extensions, modifications or refinancings thereof; provided,
that Obligations shall not include Excluded Swap Obligations.


 


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


 


“Ordinary
Course of Business” means the ordinary course of business of the Borrower and its Subsidiaries, consistent with past
practices, where relevant, and undertaken in good faith.


 


“Organization
Documents” means, as applicable with respect to any Person, its certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); its certificate or articles of
formation or organization and operating agreement; or its partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization.


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document.


 






    	 	-23-	 



     

    

 


“Outstanding
Amount” means, as applicable, the aggregate outstanding principal amount of the Term Loans on any date after giving
effect to any Borrowings, prepayments or repayments thereof occurring on such date.


 


“Overnight
Rate” means, for any day, with respect to any amount denominated in Dollars, the greater of (a) the Federal Funds Rate
and (b) an overnight rate determined by Administrative Agent, in accordance with banking industry rules on interbank compensation.


 


“Participant”
has the meaning specified in clause (d) of Section 10.06.


 


“Participation
Register” has the meaning specified in clause (d) of Section 10.06.


 


“Payment
in Full” or “Payment in Full of the Obligations” means (a) the payment in full in cash of all Loan
Obligations (other than contingent indemnification claims for which no claim has been asserted), together with all accrued and
unpaid interest and fees thereon, (b) the Commitments shall have terminated or expired, and (c) all claims of the Loan Parties
against any Lender Party arising in connection with the Loan Documents on or before the payment date shall have been released
on terms reasonably acceptable to Administrative Agent.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Act” means the Pension Protection Act of 2006.


 


“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment
payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension
Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412,
430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan but excluding any Multiemployer Plan)
that is maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or
is subject to the minimum funding standards under Section 412 of the Code.


 


“Permitted
Acquisition” means any Acquisition by a Loan Party (other than Holdings) so long as:


 


(a)such
Acquisition shall be structured as (1) an asset acquisition by such Loan Party of all or substantially all of the assets of the
Person whose assets are being acquired (or all or substantially all of a line or lines of business of such Person), (2) a merger
of the Person to be acquired with and into such Loan Party, with such Loan Party as the surviving corporation in such merger,
or (3) a purchase of no less than 100% of the equity interests of the Person to be acquired by such Loan Party;


 


(b)the
Person to be (or whose assets are to be) acquired does not oppose such Acquisition, such Acquisition shall be consummated in all
material respects in accordance with the terms of the agreements and documents related thereto, in material compliance with all
applicable Laws, and the line or lines of business of the Person to be acquired constitute Core Businesses;


 


(c)no
Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect
to such Acquisition; provided that if such Acquisition is a Limited Condition Acquisition, this clause (c) shall require
solely that no Default or Event of Default shall exist on the Acquisition Agreement Signing Date;


 






    	 	-24-	 



     

    

 


(d)the
Acquisition Consideration of such Acquisition, when aggregated with the Acquisition Consideration of all other Acquisitions consummated
during the term of this Agreement, shall not exceed $115,000,000 plus the Available Amount; provided that with respect
to Permitted Foreign Acquisitions the aggregate Acquisition Consideration of all Permitted Foreign Acquisitions consummated during
the term of this Agreement shall not exceed $11,500,000 plus the Available Amount;


 


(e)after
giving pro forma effect to such Acquisition, for the most recently completed twelve Fiscal Month period for which financial statements
are required to be delivered pursuant to Section 6.01, the Consolidated Total Net Leverage Ratio does not exceed the lesser
of (x) 4.00:1.00 and (y) the maximum Consolidated Total Net Leverage Ratio then permitted under Section 7.11(b) hereof
for the most recently ended Fiscal Quarter for which financial statements are required to be delivered pursuant to Section
6.01, provided that if such Acquisition is a Limited Condition Acquisition, the condition set forth above shall be
tested on the Acquisition Agreement Signing Date;


 


(f)the
target of such Acquisition shall have positive pro forma EBITDA (calculated in a manner that is substantially consistent with
the manner in which Consolidated EBITDA is calculated hereunder) for the most recent twelve month period prior to the acquisition
date for which financial statements are available;


 


(g)for
any Acquisition with an Acquisition Consideration in excess of $7,500,000 Borrower shall have furnished Administrative Agent within
ten (10) days’ (or such shorter period as may be agreed by Administrative Agent) prior written notice of such intended Acquisition
and shall have furnished Administrative Agent with a current draft of the applicable acquisition documents (and final copies thereof
as and when executed) and a due diligence package, reasonably satisfactory to Administrative Agent, which package shall include,
without limitation, the following with regard to the Acquisition: (1) a pro forma balance sheet and pro forma financial projections
(each, after giving effect to such Acquisition) for the Borrower and its Subsidiaries for the twelve (12) month period following
such Acquisition (prepared on a monthly basis) or through the remaining term of this Agreement; and (2) to the extent available,
historical financial statements of the Person to be (or whose assets are to be) acquired for the two Fiscal Years prior to such
Acquisition (or, if such Person has not been in existence for two years, for each year such Person has existed);


 


(h)Borrower
shall have furnished to Administrative Agent prior to the date on which any such Acquisition is to be consummated or such later
time as Administrative Agent may allow, a certificate of a Responsible Officer of Borrower, in form reasonably satisfactory to
Administrative Agent, (i) certifying that all of the requirements for a Permitted Acquisition will be satisfied on or prior to
the consummation of such Acquisition and (ii) a reasonably detailed calculation of item (e) above (and such certificate shall
be updated as necessary to make it accurate as of the date the Acquisition is consummated or as of the Acquisition Agreement Signing
Date, as applicable);


 


(i)at
or prior to the closing of any such proposed Permitted Acquisition, Administrative Agent will be granted a second priority perfected
Lien (subject to Permitted Liens and to the provisions of Section 6.15) in substantially all assets acquired pursuant thereto
or, to the extent required by Section 6.15 and the other Loan Documents, in the assets and Equity Interests of the Person
being acquired, and the Loan Parties and such Person shall have executed such documents and taken such actions as may be reasonably
required by Administrative Agent in connection therewith (including the delivery of (A) certified copies of the resolutions of
the board of directors (or comparable governing board) of the Borrower, its Subsidiaries and such Person authorizing such Permitted
Acquisition and the granting of Liens described herein, (B) customary legal opinions, in form and substance reasonably acceptable
to Administrative Agent, with respect to the transactions described herein and (C) evidence of insurance of the business to be
acquired consistent with the requirements of Section 5.10); and


 






    	 	-25-	 



     

    

 


(j)such
Permitted Acquisition shall (i) involve assets (A) except with respect to a Permitted Foreign Acquisition, principally located
in the United States (and, in connection with the acquisition of the Equity Interests of a Person being acquired, such Person
shall be organized under the laws of a state within the United States) (any Acquisition that satisfies all of the conditions to
satisfy a Permitted Acquisition, other than this clause (j)(i)(A) is referred to herein as a “Permitted Foreign Acquisition”)
or (B) be a Permitted Foreign Acquisition and (ii) involve assets comprising a business which would not subject Administrative
Agent or any Lender to regulatory or third party approvals attributable to such Lender in connection with the exercise of its
rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights
and remedies with respect to Borrower prior to such proposed Permitted Acquisition.


 


“Permitted
Cure Security” means an equity security other than Disqualified Equity Interest.


 


“Permitted
Earn-Out” means, with respect to Permitted Acquisitions, the unsecured obligations of any Loan Party or Subsidiary to
make further payments to the seller in such Permitted Acquisition after the initial date of consummation of such Permitted Acquisition
which are on the account of or characterized as additional consideration for such Permitted Acquisition and are contingent on
the financial performance of the acquired entity or acquired business after the initial date of consummation of such Permitted
Acquisition; provided that the aggregate maximum amount of Permitted Earn-Outs shall not exceed $5,750,000 at any time
outstanding; provided, further, “Permitted Earn Outs” shall not include payments made pursuant to transactions
for the sale or purchase of products or services entered into in the ordinary course of business on then-market terms for comparable
arm’s length transactions; provided further, that such Permitted Earn-Outs shall be subordinated to the Obligations in right
of payment and exercise of rights and remedies pursuant to a written subordination agreement in form and substance reasonably
satisfactory to Administrative Agent.


 


“Permitted
Liens” has the meaning specified in Section 7.01.


 


“Permitted
Seller Debt” means unsecured Indebtedness owing to a seller with respect to a Permitted Acquisition so long as such
Indebtedness is subordinated to the Obligations in right of payment and exercise of rights and remedies pursuant to a written
subordination agreement in all respects acceptable to the Administrative Agent in its sole discretion.


 


“Permitted
Tax Distributions” means, so long as Borrower is a member of a consolidated, combined, unitary or similar income tax
group of which Holdings is the common parent (a “Tax Group”) (or Borrower is a disregarded entity directly
or indirectly owned by a member of such a Tax Group), cash distributions to Holdings, to pay such consolidated, combined, unitary
or similar income taxes attributable to the income of Borrower and its Subsidiaries, in an amount not to exceed the income tax
liability that would have been payable by the Borrower and its Subsidiaries on a stand-alone basis if the Borrower was a corporation
that was the parent of such consolidated, combined, unitary or similar group and had consistently filed such tax returns on a
stand-alone basis (taking into account any tax attributes (including carryforwards) that would have been available to Borrower
on such a return); provided that, the amount otherwise calculated pursuant to this provision shall be reduced by any such income
taxes paid or to be paid directly by Borrower or any Subsidiary of Borrower.


 






    	 	-26-	 



     

    

 


“Permitted
Transfers” means (a) Dispositions of property in the Ordinary Course of Business; (b) Dispositions of property to the
Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof
must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses,
sublicenses, leases or subleases granted to others or the termination of leases or subleases, in each case, not interfering in
any material respect with the business of the Borrower and its Subsidiaries; (e) the sale or disposition of Cash Equivalents for
fair market value; (f) issuances of Equity Interests (other than Disqualified Equity Interest) of Holdings, (g) issuances of Equity
Interests (other than Disqualified Equity Interest) of any Subsidiary of Holdings to its direct parent, and (h) the lapse of registered
patents, trademarks and other intellectual property to the extent such lapse could not reasonably be expected to have a Material
Adverse Effect and so long as such lapse is not materially adverse to the interests of the Lenders.


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 10.02(c).


 


“Pro
Forma Acquisition EBITDA” means Consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable
to the target of each Permitted Acquisition (with such pro forma adjustments for excess owner’s compensation, owner’s
personal expenses and other expenses, all as are directly attributable to such Permitted Acquisition, reasonably identifiable,
expected to be realized within 12 months of the date of such Permitted Acquisition, and otherwise reasonably acceptable to Administrative
Agent based upon data presented to Administrative Agent to its reasonable satisfaction) consummated during the one (1) year period
preceding the date of determination calculated solely for a number of months immediately preceding the consummation of the applicable
Permitted Acquisition, which number equals twelve (12) minus the number of months following the consummation of the applicable
Permitted Acquisition for which financial statements of Borrower and its Subsidiaries have been delivered to Administrative Agent
pursuant to Section 6.01(b); provided, that no pro forma effect shall be given to any Permitted Acquisition that
occurs during such Measurement Period unless the Administrative Agent has been provided a quality of earnings report from a financial
advisor of national standing reasonably satisfactory to the First Lien Administrative Agent (or its assignee or replacement) until
the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement) and thereafter, the Administrative Agent,
and the holders of the Holdings Preferred Equity, to the extent that giving pro forma effect to such transaction would result
in an increase in Consolidated EBITDA of five percent (5%) or more.


 


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


 


“Qualifying
Control Agreement” shall mean a customary agreement, among a Loan Party, a depository institution or securities intermediary,
the First Lien Agent, and the Administrative Agent (if applicable), which agreement is in form and substance reasonably acceptable
to the First Lien Agent and the Administrative Agent and which provides the First Lien Agent with “control” (as such
term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.


 






    	 	-27-	 



     

    

 


“Recipient”
means (a) Administrative Agent, (b) any Lender, or (c) any other recipient (including, for the avoidance of doubt, any assignee
or Participant) of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, as applicable.


 


“Register”
has the meaning specified in Section 10.06(c).


 


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


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice
period has been waived.


 


“Request
for Credit Extension” means with respect to a Borrowing, conversion or continuation of Loans, a Committed Loan Notice.


 


“Required
Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of (a) Total Outstandings
and (b) aggregate unused Commitments; but if at least two unaffiliated Lenders exist, Required Lenders must include at least two
unaffiliated Lenders..


 


“Responsible
Officer” means (i) the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or
controller of a Loan Party, (ii) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the
secretary or any assistant secretary of a Loan Party and (iii) solely for purposes of notices given pursuant to Article II,
any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative
Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent)
of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding (including without
limitation Permitted Tax Distributions), (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of any Loan Party or any of its
Subsidiaries, now or hereafter outstanding, (c) any payment of management, consulting, monitoring, advisory or similar fees to
any board member or holder of any capital stock or other Equity Interest of Holdings or any Subsidiary or any Affiliate of any
such board member or holder or (d) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter
outstanding.


 


“Sale
and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly,
with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for
substantially the same purpose or purposes as the property being sold or transferred.


 






    	 	-28-	 



     

    

 


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


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


“Security
Agreement” means the Security and Pledge Agreement dated as of the date hereof by the Loan Parties and Administrative
Agent for the benefit of the Lender Parties.


 


“Security
Instruments” means, collectively or individually as the context may indicate, the Security Agreement, the Qualifying
Control Agreements, all security agreements pertaining to Intellectual Property, any landlord lien waiver, warehouseman’s
or bailee’s letter or similar agreement and all other agreements, instruments and other documents, whether now existing
or hereafter in effect, pursuant to which any Loan Party or other Person shall grant or convey to Administrative Agent or the
Lenders a Lien in property as security for all or any portion of the Obligations.


 


“Settlement
Date” has the meaning provided in Section 2.14(a).


 


“Settlement
Obligations” means obligations of any Person that relate to the advance funding of interchange fees made to merchants
by Synovus Bank (which fees are subsequently deducted from fees collected from such merchants by Synovus Bank on a periodic basis).


 


“Solvent”
means, with respect to any Person on any date of determination, that on such date, (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair
saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary
course of business, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its
debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount
of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Specified
Closing Date Purchase Agreement Representations” shall mean the representations made by FTS and its subsidiaries in
the Closing Date Purchase Agreement as are material to the interests of the Lenders, but only to the extent that FTS (or its applicable
Affiliate) has the right to terminate its obligations under the Closing Date Purchase Agreement (or the right not to consummate
the Closing Date Acquisition pursuant to the Closing Date Purchase Agreement) as a result of a breach of such representations
in the Closing Date Purchase Agreement.


 






    	 	-29-	 



     

    

 


“Specified
Representations” means the representations and warranties made by Holdings, Guarantors and the Borrower set forth in
Sections 5.01(a), 5.01(b)(ii) (with respect to the Loan Parties), 5.02(a) (solely as it relates to the Loan
Documents), 5.02(b)(i) (solely as it relates to the Loan Documents), 5.02(b)(iii) (solely as it relates to the Loan
Documents), 5.03, 5.04, 5.13, 5.17, 5.19, 5.22(a) and 5.24.


 


“Sponsor”
means FTVentures Management III, LLC, a Delaware limited liability company.


 


“Subordinated
Debt” means Indebtedness incurred by any Loan Party which by its terms (i) is subordinated in right of payment to the
prior payment of the Obligations and as to collateral security and (ii) contains other terms, including without limitation, standstill,
interest rate, maturity and amortization, and insolvency-related provisions, in all respects acceptable to the Administrative
Agent in its sole discretion.


 


“Subordinated
Debt Documents” means all agreements (including without limitation intercreditor agreements, instruments and other documents)
pursuant to which Subordinated Debt has been or will be issued or otherwise setting forth the terms of any Subordinated Debt.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (but not a representative
office of such Person) of which a majority of the shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or interests having such power only by reason of the happening
of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person and in any event, including any other Person the accounts of which
would be consolidated with such Person in accordance with GAAP as of the date of determination. Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
Holdings.


 


“Subsidiary
Guarantor” and “Subsidiary Guarantors” has the meaning specified in the introductory paragraph hereto,
and shall include each other Subsidiary that becomes a Guarantor of all or a part of the Obligations after the Closing Date pursuant
to Section 6.14 of the Agreement or otherwise. Notwithstanding anything to the contrary herein, no CFC or CFC HoldCo (or,
in each case, any Subsidiary thereof) shall be a Subsidiary Guarantor.


 


“Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or
bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, (b) a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code, and
(c) 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.


 






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


 


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


 


“Synovus
Sponsorship Agreement” means that certain Sponsorship Agreement dated as of October 10, 2007 between CardConnect, LLC,
as assignee of Vanco Payment Solutions, Inc., as successor in interest to Veracity Payment Solutions, Inc., and Synovus Bank,
as successor to Columbus Bank and Trust Company.


 


“Synthetic
Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect
of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority
interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness”
or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each
case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


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


 


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


 


“Term
Lender” means each Lender that has a Term Loan Commitment or, following termination of the Term Loan Commitments, has
Term Loans outstanding.


 


“Term
Loan” means a Base Rate Loan or a Eurodollar Rate Loan made to Borrower pursuant to Section 2.01(b) or any Increase
under an incremental term facility pursuant to Section 2.17.


 


“Term
Loan Commitment” means, as to each Term Lender, its obligation to make Term Loans to Borrower on the Closing Date pursuant
to Section 2.01(b) in an aggregate original principal amount equal to the amount set forth opposite such Term Lender’s
name on Schedule 2.01.


 






    	 	-31-	 



     

    

 


“Term
Loan Facility” means the facility described in Section 2.01(b), providing for Term Loans to Borrower by the Term
Lenders in the original aggregate principal amount of $40,000,000.


 


“Term
Loan Maturity Date” means July 29, 2022.


 


“Term
Loan Note” means a promissory note made by Borrower in favor of a Term Lender evidencing Term Loans made by such Term
Lender, substantially in the form of Exhibit C-2.


 


“Threshold
Amount” means $2,875,000.


 


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


 


“Transaction”
means, individually or collectively as the context may indicate, (a) the entering by the Loan Parties into the Loan Documents
and First Lien Loan Documents to which they are a party and the funding of the First Lien Facility and the Term Loan Facility,
(b) the issuance of the Holdings Preferred Equity and (c) the Closing Date Acquisition.


 


“TSYS
Processing Agreement” means that certain Processing Services Agreement dated November 1, 2015 between TSYS Acquiring
Solutions, L.L.C. and CardConnect, LLC.


 


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


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, with respect
to any financing statement or by reason of any mandatory provisions of law, the perfection or the effect of perfection or non-perfection
of any security interests granted to Administrative Agent pursuant to any applicable Loan Document is governed by the Uniform
Commercial Code as in effect in a jurisdiction of the United States other than New York, the term “UCC” shall
also include the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions
of this Agreement, each Loan Document and any financing statement relating to such perfection or effect of perfection or non-perfection.


 


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


 


“U.S.
Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


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


 


(a)The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall
be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (subject
to any restrictions on assignment set forth herein or in any other Loan Document), (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan
Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document
in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time and (vi) 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.


 






    	 	-32-	 



     

    

 


(b)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.”


 


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


 


1.03.Accounting
Terms.


 


(a)Generally.
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 on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.


 


(b)Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either Borrower, Administrative Agent or the Required Lenders shall so request, Administrative Agent, the
Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i)
such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower
shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or
as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.


 


(c)Pro
Forma Calculations. Any pro forma calculation of the financial covenants set forth in Section 7.11 hereof for the purposes
set forth in this Agreement shall be made as if all Indebtedness incurred or Acquisitions or Dispositions of a Subsidiary or business
segment made prior to the time of such measurement had been incurred or made, as applicable, on the first day of the Measurement
Period most recently ended for which Borrower has delivered (or was required to deliver) financial statements pursuant to Sections
6.01(a) or 6.01(b). All defined terms used in the calculation of the financial covenants set forth in Section 7.11
hereof shall be calculated on a historical pro forma basis giving effect, during any Measurement Period that includes any
Permitted Acquisition, to the actual historical results of the Person or line of business so acquired and which amounts shall
include adjustments as contemplated by the Pro Forma Acquisition EBITDA definition.


 






    	 	-33-	 



     

    

 


(d)In
computing financial ratios and other financial calculations of the Borrower and its Subsidiaries required to be submitted pursuant
to this Agreement, all Indebtedness shall be calculated at par value irrespective of whether the Borrower has elected the fair
value option pursuant to FASB Interpretation No. 159 – The Fair Value Option for Financial Assets and Financial Liabilities—Including
an amendment of FASB Statement No. 115 (February 2007).


 


1.04.Uniform
Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State of New
York from time to time: “Chattel Paper,” “Commercial Tort Claims,” “Commodity Account”, “Commodity
Contract”, “Deposit Account,” “Documents,” “Electronic Chattel Paper,” “General
Intangible,” “Instrument,” “Inventory,” “Tangible Chattel Paper” and “Securities
Account.”


 


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


 


1.06.Limited
Condition Acquisitions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then, following such
date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement
for such Limited Condition Acquisition is terminated, in connection with any subsequent calculation of any ratio or basket with
respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, 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 Disposition of assets (including without limitation via a sale-leaseback
transaction) (a “Subsequent Transaction”) on or following such date of the execution of the definitive
agreement and prior to the earlier of the date on which such acquisition or Investment is consummated or such definitive agreement
is terminated or expires without consummation of such acquisition or Investment, for purposes of determining whether such Subsequent
Transaction is permitted, any such ratio or basket shall be required to be satisfied on a pro forma basis (i) assuming such Limited
Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of
proceeds thereof) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection
therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. Notwithstanding
anything to the contrary herein, in no event shall there be more than one Limited Condition Acquisition at any time outstanding.


 


1.07.Foreign
Currency. Transactions with Foreign Subsidiaries permitted hereunder that are denominated in Dollars shall be deemed to be
the dollar equivalent of any such transactions that are actually funded in a foreign currency, if applicable, using prevailing
exchange rates at the time of such transaction and without giving effect to fluctuations in exchange rates.


 


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


 






    	 	-34-	 



     

    

 


ARTICLE
II

THE
COMMITMENTS AND CREDIT EXTENSIONS


 


2.01.Loan
Commitments.


 


(a)[Reserved].


 


(b)Term
Loan Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a Term Loan to
Borrower on the Closing Date in an amount equal to such Lender’s Term Loan Commitment. The advance of the Term Loan shall
be made simultaneously by the Lenders in accordance with their respective Applicable Percentages of the Term Loan Facility. Amounts
borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.


 


2.02.Borrowings,
Conversions and Continuations of Loans.


 


(a)
Borrowing.


 


(i)Initial
Borrowing. Upon satisfaction of the conditions set forth in Section 4.01, the initial Borrowing will be disbursed on
the Closing Date.


 


(ii)Subsequent
Borrowings. In the event of an Increase under Section 2.17, Borrower shall give written notice in the form of a Commitment
Loan Notice to Administrative Agent of the proposed Borrowing of the Term Loans not later than (a) in the case of a Base Rate
Loan, 11:00 a.m. at least one Business Day prior to the proposed date of such Borrowing, and (b) in the case of a Eurodollar Rate
Loan, 11:00 a.m. at least one Business Day prior to the proposed date of such Borrowing (or, in each case, such shorter period
as may be agreed to by Administrative Agent). Each such Commitment Loan Notice shall be effective upon receipt by Administrative
Agent, shall be irrevocable, and shall specify the date, amount and type of Borrowing and, in the case of a Eurodollar Rate Loan,
the initial Interest Period therefor. Promptly upon receipt of such notice, Administrative Agent shall advise each Lender with
a Term Loan Commitment thereof. Not later than 11:00 a.m. on the date of the proposed Term Loan Borrowing, so long as neither
the Administrative Agent nor each Lender has received written notice that the conditions precedent set forth in Section 4 with
respect to such Borrowing have not been satisfied, each Lender with a Term Loan Commitment shall wire, in immediately available
funds, such Lender’s Applicable Share of such Borrowing as to the accounts and Persons specified in the Commitment Loan
Notice (and each Lender agrees to confirm in writing (including by e-mail) to the Administrative Agent that it has funded its
Applicable Share of such Borrowing (it being agreed by each of the parties hereto that Administrative Agent may conclusively rely
on such written confirmation from a Lender as evidence that such Lender has in fact funded its Applicable Share of such Borrowing)).
The failure of a Lender to fund its Applicable Share of a Term Loan required hereunder shall not relieve any other Lender of its
obligation to fund its Applicable Share of such Term Loan, but neither any other Lender nor Administrative Agent shall be responsible
for the failure of any Lender to fund its Applicable Share of any Term Loan required hereunder. The Borrowing shall be on a Business
Day.


 


(b)
[Reserved].


 


(c)Conversion;
Continuation; Automatic Conversion.


 






    	 	-35-	 



     

    

 


(i)
Borrower may, upon irrevocable written notice to Administrative Agent elect (A) as of any Business Day, to convert any Loans (or
any part thereof in an aggregate amount of not less than $100,000 or a higher integral multiple of $50,000) into Loans of the
other type or (B) as of the last day of the applicable Interest Period, to continue any Eurodollar Rate Loans having Interest
Periods expiring on such day (or any part thereof in an aggregate amount not less than $100,000 or a higher integral multiple
of $50,000) for a new Interest Period; provided that any conversion of a Eurodollar Rate Loan on a day other than the last day
of an Interest Period therefor shall be subject to Section 3.05. Borrower shall give written notice to Administrative Agent
of each proposed conversion or continuation in the form of a Commitment Loan Notice not later than (A) in the case of conversion
into Base Rate Loans, 11:00 a.m. on the proposed date of such conversion and (B) in the case of conversion into or continuation
of Eurodollar Rate Loans, 11:00 a.m. at least three Business Days prior to the proposed date of such conversion or continuation,
specifying: (1) the proposed date of conversion or continuation; (2) the aggregate amount of Loans to be converted or continued;
(3) the type of Loans resulting from the proposed conversion or continuation; and (4) in the case of conversion into, or continuation
of, Eurodollar Rate Loans, the duration of the requested Interest Period therefor.


 


(ii)
If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, Borrower has failed to timely select a new
Interest Period to be applicable to such Eurodollar rate Loans, Borrower shall be deemed to have elected to convert such Eurodollar
Rate Loans into Base Rate Loans effective on the last day of such Interest Period. Administrative Agent will promptly notify each
applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.02 or, if no timely notice
is provided by Borrower, of the details of any automatic conversion. During the existence of a Default or an Event of Default,
at the election of Administrative Agent or Required Lenders, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans.


 


(d)Interest
Periods. After giving effect to all conversions of Loans from one Type to the other, and all continuations of Loans as the
same Type, there shall not be more than four (4) Interest Periods in effect in respect of the Facilities.


 


(e)[Reserved].


 


2.03.[Reserved].


 


2.04.[Reserved].


 


2.05.Repayment
of Loans.


 


(a)Term
Loan. The outstanding principal balance of the Term Loan (including any Increase pursuant to Section 2.17) shall be paid in
full on the Maturity Date.


 


(b)[Reserved].


 


(c)[Reserved].


 






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2.06.Prepayments.


 


(a)Optional.


 


(i)Borrower
may, upon notice to Administrative Agent from Borrower, voluntarily prepay Term Loans in whole or in part subject to the Applicable
Premium; provided that (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (1) three Business
Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment
of Eurodollar Rate Loans shall be in a principal amount of at least $500,000; (C) any prepayment of Base Rate Loans shall be in
a principal amount of at least $250,000 or, in each case, if less, the entire principal amount thereof then outstanding; and (D)
any such prepayment shall be accompanied by all accrued interest on the amount prepaid, together with the Applicable Premium .
Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar
Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s
Applicable Percentage in respect of the relevant Facility). If such notice is given by Borrower, Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such
notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions or dispositions,
in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest
on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding
Term Loans pursuant to this Section 2.06(a) shall be applied to the principal repayment installments thereof in such manner
as Borrower may elect. Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their
respective Applicable Percentage in respect of each of the relevant Facilities. Notwithstanding any provisions in this Section
2.06 to the contrary, no voluntary prepayment of the Term Loans, other than any voluntary prepayments made with the Available
Amount, shall be permitted or required pursuant to this Section 2.06 until the Discharge of the First Lien Obligations
(as defined in the Intercreditor Agreement).


 


(ii)[Reserved].


 


(iii)Upon
the occurrence of an Applicable Premium Trigger Event, Borrower shall pay to the Administrative Agent, for the account of the
Lenders, the Applicable Premium. Notwithstanding any provision in this Agreement or any other Loan Document, if payment of the
Applicable Premium is prohibited by the terms of the Intercreditor Agreement, such Applicable Premium shall nonetheless be added
to the Obligations.


 


(b)Mandatory.
Notwithstanding the following provisions in this Section 2.06(b), no prepayment of Term Loans shall be permitted or required
pursuant to this Section 2.06(b) until the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement).


 


(i)Excess
Cash Flow. Within 120 days after the end of each Fiscal Year of the Borrower, Borrower shall prepay an aggregate principal
amount of Loans equal to 75% of Excess Cash Flow for the Fiscal Year covered by such financial statements beginning with the Fiscal
Year ending December 31, 2016 (provided that the Excess Cash Flow for the Fiscal Year ending December 31, 2016 shall be calculated
for the period from the Closing Date through December 31, 2016) less, without duplication of amounts deducted in any prior period,
on a dollar-for-dollar basis an amount equal to all voluntary prepayments of (x) the Term Loans and the First Lien Term Loans
and (y) to the extent accompanied by a corresponding permanent reduction in the First Lien Revolving Credit Commitments, the First
Lien Revolving Loans, in each case made during such preceding Fiscal Year; provided that (i) if the Consolidated Total
Net Leverage Ratio (determined as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together
with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be 3.00 to 1.00 or less
as of the end of the most recent two consecutive Fiscal Quarters and no Default or Event of Default has occurred and is continuing,
Borrower shall prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow for such Fiscal Year and (ii) if
the Consolidated Total Net Leverage Ratio (determined as of the last day of such Fiscal Year by reference to the Compliance Certificate
delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be 2.50
to 1.00 or less as of the end of the most recent two consecutive Fiscal Quarters and no Default or Event of Default has occurred
and is continuing, Borrower shall prepay an aggregate principal amount of Loans equal to 25% of Excess Cash Flow for such Fiscal
Year.


 






    	 	-37-	 



     

    

 


(ii)Asset
Dispositions. Subject to Section 2.06(b)(v)(D), if any Loan Party or any of its Subsidiaries Disposes of, or suffers
an Event of Loss of, any property (other than any Disposition of any property permitted by Sections 7.05(a), (c)
or (d)) which results in Net Cash Proceeds in connection with such Disposition or Event of Loss and all other Dispositions
and Events of Loss occurring during the Fiscal Year in excess of $250,000, Borrower shall prepay an aggregate principal amount
of Loans equal to such excess Net Cash Proceeds promptly after receipt thereof by such Person; provided that so long as
no Event of Default shall have occurred and be continuing, the recipient of any such Net Cash Proceeds realized in a Disposition
or Event of Loss described in this Section 2.06(b)(ii) may reinvest the amount of any such Net Cash Proceeds within one
hundred eighty (180) days of the receipt thereof, in replacement assets of a kind then used or usable in the business of such
recipient; or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes
such reinvestment within ninety (90) days after expiration of such one hundred eighty (180) day period (the “Reinvestment
Period”); provided that the Borrower notifies Administrative Agent of the Borrower’s or such Guarantor’s
intent to reinvest within ten (10) Business Days following the time such proceeds are received; provided further
that if the recipient does not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence
expires without such recipient having reinvested such Net Cash Proceeds, the Borrower shall prepay the Loans in an amount equal
to such Net Cash Proceeds (to the extent not reinvested or intended to be reinvested within such time period).


 


(iii)Debt
Incurrence. Subject to Section 2.06(b)(v)(D),upon the incurrence or issuance by any Loan Party or any of its Subsidiaries
of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), Borrower
shall prepay an aggregate principal amount of Loans equal to all Net Cash Proceeds received therefrom promptly after receipt thereof
by such Loan Party or such Subsidiary.


 


(iv)Curative
Equity. Subject to Section 2.06(b)(v)(D), upon the sale or issuance by any Loan Party or any of its Subsidiaries of
any Permitted Cure Securities pursuant to Section 8.04, or the receipt by any Loan Party of additional paid in capital
pursuant to Section 8.04, Borrower shall prepay an aggregate principal amount of Loans equal to all Net Cash Proceeds received
therefrom immediately upon receipt thereof by any such Loan Party or such Subsidiary.


 


(v)Application
of Mandatory Prepayments.


 


(A)Each
prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, to repay the outstanding
principal balance of the Term Loans. Subject to Section 2.16, such prepayments shall be paid to the Administrative Agent
for the account of the applicable Lenders in accordance with their respective Applicable Percentage in respect of the relevant
Facilities.


 


(B)[Reserved].


 






    	 	-38-	 



     

    

 


(C)Notwithstanding
any other provisions of this Section 2.06(b) and for the avoidance of doubt, nothing in this Agreement requires, or is
intended to require, any actual repatriation of any Excess Cash Flow or Net Cash Proceeds from any Foreign Subsidiary. To the
extent that repatriation of any portion of Excess Cash Flow or Net Cash Proceeds attributable to a Foreign Subsidiary pursuant
to this Section 2.06(b) would have adverse tax cost consequences to Borrower or any of its Affiliates, such portion shall
not be required to be paid; provided that to the extent that the repatriation of the relevant Net Cash Proceeds or Excess
Cash Flow from the relevant Foreign Subsidiary would no longer have an adverse tax consequence within the 365-day period following
the event giving rise to the relevant Net Cash Proceeds or the end of the applicable fiscal year with respect to which any payment
is required under Section 2.06(b)(i) above, as the case may be, an amount equal to the Net Cash Proceeds or Excess Cash
Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied
to the repayment of the Term Loans pursuant to Section 2.06(b) or as otherwise required above.


 


(D)Notwithstanding
anything to the contrary, any prepayment required by this Section 2.06 shall be deemed reduced by an equivalent amount, to the
extent that (i) a corresponding prepayment is required by the First Lien Credit Agreement as in effect on the date hereof to be
applied to the First Lien Indebtedness constituting “First Lien Priority Obligations” (as defined in the Intercreditor
Agreement) and (ii) such prepayment has not been expressly waived or declined by the First Lien Lenders.


 


2.07.Termination
or Reduction of Commitments.


 


(a)[Reserved].


 


(b)Term
Loan Commitment. The aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the date of
the Term Borrowing (after giving effect thereto).


 


2.08.Interest.


 


(a)Subject
to the provisions of Section 2.10 and subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on
the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest
Period plus the Applicable Margin; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.


 


(b)(i)If
any amount payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)If
any Event of Default exists, then Administrative Agent may, and upon the request of the Required Lenders shall, require (and notify
Borrower thereof) that all outstanding Loan Obligations shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate.


 






    	 	-39-	 



     

    

 


(iii)Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


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


 


2.09.Fees.


 


(a)[Reserved].


 


(b)[Reserved].


 


(c)Fee
Letter. Borrower agrees to pay the fees payable in the amounts and at the times set forth in the Fee Letter.


 


(d)Generally.
All fees payable hereunder shall be paid on the dates due, in immediately available funds, to Administrative Agent for distribution
to the Lenders entitled thereto, as applicable. Fees paid shall not be refundable under any circumstances.


 


2.10.Computation
of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of the actual days elapsed
over a year of 365 or 366 days, as the case may be. All other computations of fees and interest shall be made on the basis of
the actual days elapsed over a 360-day year (i.e., the 365/360 day method of interest computation, which results in more fees
or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


2.11.Evidence
of Debt.


 


(a)The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by Administrative Agent
(the “Loan Account”) in the Ordinary Course of Business; provided that any failure to so record
or any error in doing so shall not limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with
respect to the Obligations. The accounts or records maintained by Administrative Agent (and any Lender) shall be conclusive absent
manifest error; provided that in the event of any conflict between the accounts and records maintained by any Lender and
Administrative Agent, the accounts and records of Administrative Agent shall control in the absence of manifest error. Upon the
request of any Lender made through Administrative Agent, Borrower shall execute and deliver to such Lender (through Administrative
Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.


 


2.12.Payments
Generally; Administrative Agent’s Clawback.


 


(a)General.
All payments to be made by Borrower shall be made without deduction for any counterclaim, defense, recoupment or setoff. Except
as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately
available funds not later than noon on the date specified herein. Subject to Section 2.14, Administrative Agent will promptly
distribute to each Lender its Applicable Percentage in respect of the Facility (or other applicable share as provided herein)
of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected when computing interest or fees, as the case may be.


 






    	 	-40-	 



     

    

 


(b)Presumptions
by Administrative Agent.


 


(i)Funding
by Lenders. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing
of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing)
that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent
may assume that such Lender has made such share available in accordance with Section 2.02 and may, in reliance upon such
assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative
Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and
including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at
(A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative
Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees
customarily charged by Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by Borrower,
the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for
the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower
for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim
Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.


 


(ii)Payments
by Borrower. Unless Administrative Agent shall have received notice from Borrower prior to the time at which any payment is
due to Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, Administrative
Agent may assume that Borrower have made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders, the amount due. In such event, if Borrower have not in fact made such payment, then each of the Lenders,
severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately
available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative
Agent in accordance with banking industry rules on interbank compensation.


 


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


 






    	 	-41-	 



     

    

 


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


 


(d)Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c)
are several and not joint. The failure of any Lender to make any Loan, or to make any payment under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make
its payment under Section 10.04(c).


 


(e)Insufficient
Funds. If at any time insufficient funds are received by and available to Administrative Agent to pay fully all amounts of
principal, interest and fees then due hereunder, such funds shall be applied as provided in Section 8.03.


 


2.13.Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the
other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations
due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and
payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in
respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by
all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender
hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations
in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such
time of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder
and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses
(a) and (b) above, the Lender receiving such greater proportion shall (A) notify Administrative Agent of such fact, and (B) purchase
(for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable,
so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations
in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable), as the case may be, to the
Lenders, provided that:


 


(i)if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(ii)
the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of any Loan Party pursuant
to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation of any of its Loans to any assignee or participant, other than an assignment to any Loan
Party or any Affiliate thereof (as to which the provisions of this Section shall apply).


 






    	 	-42-	 



     

    

 


Each
Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such
participation.


 


2.14.[Reserved].


 


2.15.[Reserved].


 


2.16.[Reserved].


 


2.17.Increase
in Term Loan Facility.


 


(a)Request
for Increase. Upon notice to Administrative Agent (which shall promptly notify the Term Lenders), the Borrower may from time
to time request to add one or more incremental term facilities and/or request an increase in the Term Loan Facility by an amount
(for all such requests) not exceeding $35,000,000 in the aggregate (each such increase or addition of incremental facilities,
an “Increase”), minus any and all Increases (as defined in the First Lien Credit Agreement) established
pursuant to Section 2.17 of the First Lien Credit Agreement; provided that any such request for an Increase shall
be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof. At the time of sending such notice,
Borrower (in consultation with Administrative Agent) shall specify the time period within which each Term Lender is requested
to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders).


 


(b)Lender
Elections to Increase. Each Term Lender shall be given the opportunity to participate ratably in a requested Increase and
shall notify Administrative Agent within such time period whether or not it agrees to commit to a portion of the requested increase
of the Term Loan Facility or the requested incremental term facility and, if so, whether by an amount equal to, greater than,
or less than its Applicable Percentage; provided that no Lender shall have any obligation hereunder to participate in any Increase
and any election to do so shall be in the sole discretion of each Lender. Any Lender not responding within such time period shall
be deemed to have declined to commit to any portion of the requested increase.


 


(c)Notification
by Administrative Agent; Additional Lenders. Administrative Agent shall notify Borrower of the applicable Lenders’ responses
to each request made hereunder. To achieve the full amount of a requested increase or incremental term facility and subject to
the approval of Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), Borrower may
also invite additional Persons (subject to the same approvals required for an assignment pursuant to Section 10.06) to
become Lenders pursuant to a joinder agreement in form and substance customary and reasonably acceptable to Administrative Agent
(each such assignee issuing a commitment, executing and delivering such joinder agreement and becoming a Lender, an “Additional
Lender”).


 


(d)Effective
Date and Allocations. If the Term Loan Facility is increased or an incremental term facility is provided in accordance with
this Section 2.17, Administrative Agent and Borrower shall determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase or incremental term facility. Administrative Agent shall promptly
notify Borrower and the Term Lenders of the final allocation of such increase or incremental term facility and the Increase Effective
Date.


 






    	 	-43-	 



     

    

 


(e)Conditions
to Effectiveness of Increase. As a condition precedent to each Increase, (i) Borrower shall have delivered to Administrative
Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of Borrower (A) certifying and attaching
the resolutions adopted by the Loan Parties approving or consenting to such Increase and (B) certifying both immediately before,
and after giving pro forma effect to the Increase no Default or Event of Default shall have occurred and be continuing; (ii) Borrower,
Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents in such form
as Administrative Agent shall reasonably require; (iii) Borrower shall have paid such fees and other compensation to Administrative
Agent, the Lenders increasing their Term Loan Commitments or providing any incremental term loan and the Additional Lenders, as
Borrower, Administrative Agent, such Lenders and such Additional Lenders shall agree; (iv) Borrower shall have delivered to Administrative
Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of Borrower, certifying that after
giving pro forma effect to the full funding of such Increase and the application of the proceeds thereof and other transactions
in connection therewith have been consummated, the Consolidated Total Net Leverage Ratio of the Borrower and its Subsidiaries
as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant
to this Agreement was equal to or less than the lesser of (1) the maximum Consolidated Total Net Leverage Ratio permitted pursuant
to Section 7.11(b) of the First Lien Credit Agreement for the Fiscal Quarter most recently ended as to which financial
statements were required to be delivered pursuant to this Agreement and (2) 4.00 to 1.00; provided that to the extent the
proceeds of any Increase are intended to be applied to finance a Permitted Acquisition which is a Limited Condition Acquisition
for which an LCA Election has been made, the ratios set forth in the clause above shall be tested on a pro forma basis as of the
last day of the most recently ended Fiscal Quarter for which financial statements are required to be delivered pursuant to Section
6.01(b) prior to the date on which the definitive documentation for such Acquisition is executed (such definitive documentation
date, the “Acquisition Agreement Signing Date”); (v) to the extent reasonably requested, Borrower shall
have delivered to Administrative Agent and the Lenders increasing their Commitments and each Additional Lender a customary legal
opinion, in form and substance reasonably satisfactory to Administrative Agent, from counsel to the Loan Parties with respect
to such Increase; (vi) each of the conditions precedent set forth in Section 4.02 shall have been satisfied; provided
that if the proceeds of any Increase are being used in whole or in part to fund a Limited Condition Acquisition and the Borrower
has made an LCA Election, the foregoing conditions set forth in clauses (i)(B) and (iv) above may be waived (or
not required) by the Additional Lenders or the increasing Lenders, as applicable, subject to the requirements that (1) there shall
be a condition that no Default or Event of Default exists on the Acquisition Agreement Signing Date, (2) there shall be a condition
that the tests set forth in clause (iv) above are satisfied on the Acquisition Agreement Signing Date, (3) there shall be a condition
that no Event of Default under Sections 8.01(a), (f) or (g) shall have occurred and be continuing at the
time of the consummation of the Limited Condition Acquisition and (4) unless otherwise agreed to by the Additional Lenders and
increased Lenders, as applicable, and the Borrower, the only representations and warranties in any Loan Document the making of
which shall be a condition to the availability of such Increase in connection with the consummation of a Limited Condition Acquisition
shall be the Specified Representations.


 


(f)Interest
Margins. Borrower shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase
with respect to the interest margins applicable to Term Loans or incremental term loans to be made pursuant such Increase (which
interest margins may be with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term
facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set
forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount
of such interest margins to Administrative Agent. Any joinder pursuant to clause (c) above may, with the consent of Administrative
Agent, Borrower and the Lenders or Additional Lenders providing such Increase, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.17 (including any
amendment necessary to effectuate the interest margins for the Term Loans or incremental term loans to be made pursuant to such
Increase). Anything to the contrary contained herein notwithstanding, it is agreed and understood that the all-in yield (including
interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase
in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but
excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase
or their affiliates) applicable to such Increase shall not be more than 0.50% higher than the corresponding all-in yield (determined
on the same basis) applicable to the then outstanding Term Loans, unless the interest rate margin with respect to the then outstanding
Term Loans is increased by an amount equal to (I) the difference between the all-in yield with respect to such Increase, as applicable,
and the all-in yield with respect to such existing Facility, minus (II) 0.50% per annum.


 






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(g)Each
Increase shall rank pari passu in right of payment in respect of Collateral and with the Obligations in respect of the Term Loans
available to Borrower. In addition thereto (i) Increases to the Term Loans or any incremental term loans shall not have a final
maturity date earlier than the latest maturity date applicable to any Term Loan or previously established incremental term loan,
(ii) Increases to the Term Loans or any incremental term loans shall not have a weighted average life to maturity that is shorter
than the then weighted average life to maturity of the remaining Term Loans and previously established incremental term loans,
and (iii) all other terms and conditions with respect to Increases to the Term Loans made pursuant to this Section 2.17 shall
be on terms mutually agreed among the Borrower and the Lenders providing such Increase; provided that to the extent such terms
and documentation are not substantially similar with then existing Term Loans (except to the extent relating to maturity, interest,
use of proceeds or availability), they shall be reasonably satisfactory to the Administrative Agent (except for covenants or other
provisions applicable only to the periods after the latest maturity date of any then existing Loans).


 


(h)Conflicting
Provisions. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


ARTICLE
III

TAXES,
YIELD PROTECTION AND ILLEGALITY


 


3.01.Taxes.


 


(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 the Loan Parties hereunder or under any other Loan Document shall to the
extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however,
applicable Law requires the withholding or deduction of any Tax, such Tax shall be withheld or deducted in accordance with such
Laws as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation
to be delivered pursuant to subsection (e) below.


 


(ii)If
applicable Law requires the withholding or deduction of any Taxes from any payment under any Loan Document, then (A) the applicable
Loan Party shall withhold or make such deductions as are required based upon the information and documentation it has received
pursuant to subsection (e) below, (B) such Loan Party shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the applicable Law, and (C) to the extent that the withholding or deduction is made
on account of Indemnified Taxes, the sum payable by the Loan Parties shall be increased as necessary so that after any required
withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section
3.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction
been made.


 






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(b)Payment
of Other Taxes by Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative
Agent timely reimburse it for the payment of any Other Taxes.


 


(c)Tax
Indemnification.


 


(i)Without
limiting the provisions of subsections (a) or (b) above, each Loan Party shall, and does hereby, on a joint and
several basis indemnify each Recipient (and its respective directors, officers, employees, affiliates and agents) and shall make
payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)) payable or paid by such Recipient
or required to be withheld or deducted from a payment to such Recipient (or its respective directors, officers, employees, affiliates
and agents), as the case may be, and any penalties, interest and related expenses and losses arising therefrom or with respect
thereto (including the fees, charges and disbursements of any counsel or other tax advisor for the Recipient (or its respective
directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered
to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error.


 


(ii)Without
limiting the provisions of subsections (a) or (b) above, each Lender shall, and does hereby, indemnify Administrative
Agent, and shall make payment in respect thereof within 30 days after demand therefor, against (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified
Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure
to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Taxes
(other than Indemnified Taxes) attributable to such Lender, in each case, that are payable or paid by the Administrative Agent
in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of
such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, under
this Agreement or any other Loan Document against any amount due to Administrative Agent under this clause (ii). The agreements
in this clause (ii) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or
the replacement of, a Lender and the occurrence of the Facility Termination Date.


 


(d)Evidence
of Payments. Upon request by Borrower or Administrative Agent, as the case may be, after any payment of Taxes by the Loan
Parties or by Administrative Agent to a Governmental Authority as provided in this Section 3.01, Borrower shall deliver
to Administrative Agent or Administrative Agent shall deliver to 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 Borrower or Administrative Agent, as the case may be.


 






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(e)Status
of Lenders; Tax Documentation.


 


(i)Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to
the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 


(ii)Without
limiting the generality of the foregoing,


 


(A)any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or
the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


(B)any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(I)in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty;


 


(II)executed
originals of IRS Form W-8ECI;


 


(III)in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code
(a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as
applicable; or


 






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(IV)to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3,
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf
of each such direct and indirect partner;


 


(C)any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 


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


 






    	 	-48-	 



     

    

 


(f)Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted
from funds paid for the account of such Lender. If Administrative Agent or any Lender determines, in its sole discretion acting
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
Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section, it shall pay to such
Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by any
Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) incurred by 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 each Loan Party, upon
the request of Administrative Agent, such Lender agrees to repay the amount paid over to any Loan Party (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to Administrative Agent, such Lender in the event Administrative
Agent, such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in
this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the
indemnified party would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not
be construed to require Administrative Agent, any Lender to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to any Loan Party or any other Person.


 


3.02.Illegality.
If any Lender determines (which determination shall be conclusive and binding absent manifest error) that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office
to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest
rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such
Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender
to Borrower through Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert
Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making
or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base
Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by
Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies
Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such
notice, (x) the Loan Parties shall, upon demand from such Lender (with a copy to Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender
shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurodollar Rate component
of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans
and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar
Rate, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without
reference to the Eurodollar Rate component thereof until Administrative Agent is advised in writing by such Lender that it is
no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment
or conversion, the Loan Parties shall also pay accrued interest on the amount so prepaid or converted.


 






    	 	-49-	 



     

    

 


3.03.Inability
to Determine Rates. If the Administrative Agent or (in the case of the following clause (c) only) Required Lenders determine
(which determination shall be conclusive and binding absent manifest error) that for any reason in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks
in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Loan, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of
the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in
the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate
component in determining the Base Rate shall be suspended, in each case until Administrative Agent revokes such notice. Upon receipt
of such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans
or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount
specified therein.


 


3.04.Increased
Costs; Reserves on Eurodollar Rate Loans.


 


(a)Increased
Costs Generally. If any Change in Law shall:


 


(i)impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e));


 


(ii)subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)impose
on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate
Loans made by such Lender;


 


and
the result of any of the foregoing shall be to increase the cost to such Recipient of making or maintaining any Loan (or of maintaining
its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Recipient hereunder (whether
of principal, interest or any other amount) then, upon request of such Recipient, the Loan Parties will pay to such Recipient
such additional amount or amounts as will compensate such Recipient for such additional costs incurred or reduction suffered.


 


(b)Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or
such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement, or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy and liquidity), then from time to time pursuant to subsection
(c) below the Loan Parties will pay to such Lender such additional amount or amounts as will compensate such Lender or such
Lender’s holding company for any such reduction suffered.


 






    	 	-50-	 



     

    

 


(c)Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Borrower
shall be conclusive absent manifest error. The Loan Parties shall pay such Lender the amount shown as due on any such certificate
within 10 Business Days after receipt thereof.


 


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


 


(e)Reserves
on Eurodollar Rate Loans. Without duplication of the effect of the Eurodollar Reserve Percentage, Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including
Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided Borrower
shall have received at least 10 days’ prior notice (with a copy to Administrative Agent) of such additional interest from
such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall
be due and payable 10 days from receipt of such notice.


 


3.05.Compensation
for Losses. Upon demand of any Lender (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)any
failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower; or


 


(c)any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by Borrower pursuant to Section 10.13;


 


including
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged
by such Lender in connection with the foregoing.


 


For
purposes of calculating amounts payable by Borrower to the Lenders under this Section 3.05, each Lender shall be deemed
to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing
in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.


 






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3.06.Mitigation
Obligations. If any Lender requests compensation under Section 3.04, or Borrower is required
to pay any additional amount to any Lender, or any Governmental Authority for the account of any Lender pursuant to Section
3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender, shall use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the
need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


3.07.Survival.
All of the obligations under this Article III shall survive the resignation of Administrative Agent, the replacement of
any Lender and the occurrence of the Facility Termination Date.


 


ARTICLE
IV

CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS


 


4.01.Conditions
of Funding of Term Loan on the Closing Date. The obligation of each Lender to make any Credit Extension hereunder is subject
to satisfaction or waiver by the applicable party of the following conditions precedent:


 


(a)Administrative
Agent’s receipt of the following items, where applicable, each duly executed by a Responsible Officer of the applicable
Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before
the Closing Date) and each in form and substance reasonably satisfactory to Administrative Agent:


 


(i)Uniform
Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect
the Liens of Administrative Agent under the Security Instruments as a second priority Lien (subject to Permitted Liens) as to
items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents
and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of Administrative Agent
under such Security Instruments as a second priority Lien (subject to Permitted Liens) in and to such other Collateral as Administrative
Agent may require. Notwithstanding the foregoing or any other provision in any Loan Documents to the contrary, to the extent a
perfected security interest in any Collateral (the security interest in respect of which cannot be perfected by means of (i) the
filing of a UCC financing statement, (ii) the making of a U.S. federal intellectual property filing or (iii) delivery of possession
of Stock or other certificated security of the Borrower or any Guarantor (with respect to this clause (iii), only to the extent
received by the Borrower after Borrower’s use of commercially reasonable efforts to procure the delivery of such certificates
prior to the Closing Date) is not able to be provided on the Closing Date after Borrower’s use of commercially reasonable
efforts to do so, the perfection of such security interest in such Collateral will not constitute a condition precedent to the
availability of the initial Loans on the Closing Date;


 






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(ii)Uniform
Commercial Code, tax, judgment and other related search results against the property of the Borrower and each Guarantor evidencing
the absence of liens on its property except as permitted under the Loan Documents;


 


(iii)a
fully executed pay-off letter reasonably satisfactory to Administrative Agent confirming that all obligations owing by any Loan
Party in respect of the Existing Agreement (other than contingent indemnity and reimbursement obligations for which a claim has
not been asserted) will be cancelled when repaid in full from the proceeds of the initial Loans and all Liens upon any of the
property of the Loan Parties or any of their Subsidiaries securing the payment and performance of the “Repaid Indebtedness”
(as defined in the Closing Date Purchase Agreement) shall be terminated automatically upon such payment; and


 


(iv)each
agreement, instrument, document, certificate, opinion and other items set forth on the closing checklist attached hereto as Exhibit
G (other than agreements, documents, instruments and other items noted therein to be delivered after the Closing Date).


 


(b)To
the extent invoiced prior to the Closing Date, Borrower shall have (or shall substantially concurrently with the initial funding
of the Loans on the Closing Date) paid the fees and expenses required to be paid on the Closing Date pursuant to the Fee Letter
and this Agreement, including by offsetting such amounts against the proceeds of the initial funding of the Loans on the Closing
Date.


 


(c)The
Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date (to the extent requested
from the Borrower at least ten (10) Business Days prior to the Closing Date), all documentation and other information with respect
to the Loan Parties that is required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the PATRIOT Act.


 


(d)The
Administrative Agent shall have received evidence that the First Lien Lenders have issued the First Lien Term Loans in an aggregate
principal amount not to exceed $100,000,000 to the Borrower and an executed copy of the First Lien Loan Documents, together with
a certificate of a Responsible Officer of the Borrower certifying that each such document is a true, correct, and complete copy
thereof.


 


(e)The
corporate and capital structure of the Borrower and its Subsidiaries shall be in form and substance reasonably satisfactory to
the Administrative Agent, including without limitation: (a) minimum equity contributions of at least 50% (the “Equity
Contribution”) (which may include (x) equity contributions of $100,000,000 from Holdings, (y) rollover of $170,000,000
from the Sponsor and management and (z) the Holdings Preferred Equity) of the total capitalization of the Borrower and its subsidiaries,
after giving effect to the Transactions on the Closing Date and (b) cash proceeds of $100,000,000 from the First Lien Term Loan
Facility on terms and conditions acceptable to the Administrative Agent.


 


(f)The
Closing Date Acquisition shall close prior to or concurrently with the initial Borrowing hereunder without the waiver by Merger
Sub of any conditions to its obligations under the Closing Date Purchase Agreement that are material to the Lenders; provided
that (i) increases in purchase price if funded with equity shall not be deemed to be materially adverse to the interests of
the Lenders and shall not require the consent of the Administrative Agent and (ii) decreases in purchase price by not more than
10% shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative
Agent if applied (x) first, to reduce the aggregate Equity Contribution until such time as the Equity Contribution equals 50%,
and (y) second, to reduce the First Lien Term Loan. It is agreed and understood that no purchase price or similar adjustment provisions
set forth in the Closing Date Purchase Agreement shall constitute any decrease or increase in the purchase price.


 






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(g)Each
Specified Closing Date Purchase Agreement Representation shall be true and correct in all material respects (without duplication
of any materiality qualifiers) on the Closing Date (except in the case of any such Specified Closing Date Purchase Agreement Representations
which expressly relate to a prior date, in which case such Specified Closing Date Purchase Agreement Representations shall be
true and correct in all material respects (without duplication of any materiality qualifiers) as of such date).


 


(h)The
Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier
contained therein).


 


(i)The
Administrative Agent shall have received (i) audited annual financial statements for FTS (including an income statement, a balance
sheet, and a cash flow statement) for the Fiscal Year ended December 31, 2015, (ii) five-year projected financial statements,
(iii) a closing balance sheet adjusted to give effect to the Transactions, and (iv) interim unaudited financial statements for
the Fiscal Months ended April 30, 2016 and May 31, 2016, and each Fiscal Month ending thereafter at least 30 days prior to the
Closing Date, in each case, in form and substance acceptable to the Administrative Agent.


 


(j)No
Material Adverse Effect (as defined in the Closing Date Purchase Agreement) shall have occurred since the date of the Closing
Date Purchase Agreement and no change or event shall have occurred that would reasonably be expected to result in such a Material
Adverse Effect (as defined in the Closing Date Purchase Agreement).


 


(k)Unless
waived by Administrative Agent, Borrower shall have paid all reasonable and documented fees, charges and disbursements of one
counsel to Administrative Agent to the extent invoiced prior to or on the Closing Date.


 


(l)The
Administrative Agent shall have received a certificate with evidence satisfactory to the Administrative Agent that after giving
effect to (i) the funding of the Term Loans hereunder, (ii) consummation of the Transactions and payment of all fees and expenses
in connection therewith, the Consolidated Total Net Leverage Ratio shall not be greater than 4.00 to 1.00 calculated as of the
twelve month period ending on June 30, 2016.


 


(m)The
Administrative Agent shall have received satisfactory evidence that Borrower is in compliance with operating regulations established
by, and registered in good standing with, Visa and MasterCard; it being understood and agreed that the certificate delivered to
the Administrative Agent prior to the date hereof constitutes satisfactory evidence thereof.


 


Without
limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


 






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ARTICLE
V

REPRESENTATIONS
AND WARRANTIES


 


To
induce the Lender Parties to enter into this Agreement and to make Loans hereunder, each Loan Party represents and warrants to
Administrative Agent and the Lenders, and in the case of representations and warranties made as of the Closing Date, after giving
effect to the consummation of the Transactions, that:


 


5.01.Existence,
Qualification and Power. Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and,
as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite
power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets
and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party,
and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred
to in clause (b)(i) or (c), to the extent that failure to do so would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


5.02.Authorization;
No Contravention; Consents. The execution, delivery and performance by each Loan Party of each Loan Document to which such
Person is or is to be a party and the consummation of the Transactions (a) have been duly authorized by all necessary corporate
or other organizational action and (b) do not and will not (i) contravene the terms of any of such Person’s Organization
Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment
to be made under (A) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties
of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject; or (iii) violate any material Law.


 


5.03.Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person, in each case, of any material nature, is necessary or required in connection
with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Security Instruments, (c) the perfection
or maintenance of the Liens created under the Security Instruments (including the second priority nature thereof) or (d) the exercise
by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral
pursuant to the Security Instruments, other than (i) authorizations, approvals, actions, notices and filings which have been duly
obtained, (ii) filings and other actions to perfect and maintain the Liens created by the Security Instruments and (iii) notices
and filings customarily required in connection with the exercise of remedies in respect of the Collateral.


 


5.04.Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered
will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principals of equity.


 






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5.05.Financial
Statements; No Material Adverse Effect.


 


(a)The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of FTS and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of FTS and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments
and Indebtedness.


 


(b)The
most recent unaudited consolidated balance sheet of FTS and its Subsidiaries delivered prior to the Closing Date, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that
date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present, in all material respects, the financial condition of FTS and its Subsidiaries
as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or would reasonably be expected to have a Material Adverse Effect.


 


5.06.Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against
any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate
would reasonably be expected to have a Material Adverse Effect.


 


5.07.No
Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual
Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default
has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any
other Loan Document or the incurrence of Indebtedness hereunder.


 


5.08.Ownership
of Property; Liens.


 


(a)Each
Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)Schedule
7.01 sets forth, as of the Closing Date, a complete and accurate list of all Liens on the property or assets of each Loan
Party (other than Liens created under the Loan Documents), showing the lienholder thereof, the principal amount of the obligations
secured thereby and the property or assets of such Loan Party subject thereto. The property and assets of each Loan Party is subject
to no Liens, other than Liens set forth on Schedule 7.01, and other Permitted Liens.


 






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5.09.Environmental
Compliance.


 


(a)No
Loan Party or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law with respect to such Loan Party’s or Subsidiary’s operations,
(ii) has become subject to a pending claim with respect to any Environmental Liability or (iii) has received written notice of
any claim with respect to any Environmental Liability except, in each case, as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(b)As
of the Closing Date, (i) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, none of the properties currently owned or operated by any Loan Party or any Subsidiary is listed or, to the knowledge
of the Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; (ii) except
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of
the Loan Parties, there are no and never have been any underground or above-ground storage tanks or any surface impoundments,
septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property
currently owned or operated by any Loan Party or any Subsidiary; (iii) except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, to the knowledge of the Loan Parties, there is no asbestos or asbestos-containing
material on any property currently owned or operated by any Loan Party or Subsidiary; and (iv) Hazardous Materials have not been
released, discharged or disposed of by any Loan Party or Subsidiary in violation of Environmental Laws or, to the knowledge of
the Loan Parties, by any other Person in violation of Environmental Laws on any property currently owned or operated by any Loan
Party or any Subsidiary, except in the case of this clause (iv) as has not resulted and would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


(c)Except
as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, as of the Closing
Date, no Loan Party or any Subsidiary is undertaking, and no Loan Party or any Subsidiary has completed, either individually or
together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to
any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily
or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials
generated, used, treated, handled or stored by any Loan Party or any Subsidiary at, or transported to or from by or on behalf
of any Loan Party or any Subsidiary, any property owned or operated by any Loan Party or any Subsidiary have, to the knowledge
of the Loan Parties, been disposed of in a manner not reasonably expected to result in a Material Adverse Effect.


 


5.10.Insurance
and Casualty. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried
by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the
applicable Subsidiary operates. The general liability, casualty, property, terrorism and business interruption insurance coverage
of the Loan Parties as in effect on the Closing Date, and as of the last date such Schedule was required to be updated in accordance
with Section 6.02, is outlined as to carrier, policy number, expiration date, type, and amount on Schedule 5.10
and such insurance coverage complies with the requirements set forth in this Agreement and the other Loan Documents.


 


5.11.Taxes.
Each Loan Party and its Subsidiaries have filed all federal and other material tax returns and reports required to be filed (after
giving effect to any applicable grace periods and extensions), and have, to the extent required under Section 6.04 hereof,
paid all federal and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed Tax assessment
against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there any tax sharing agreement
applicable to the Borrower or any Subsidiary (excluding, in each case, any tax sharing agreement entered into in the Ordinary
Course of Business and not primarily related to Taxes).


 






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5.12.ERISA
Compliance.


 


(a)Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws,
except as would not reasonably be expected to result in a Material Adverse Effect. Each Plan that is intended
to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable
opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of
the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax
under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service.
To the knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the loss of any
such Plan’s tax-qualified status.


 


(b)There
are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no non-exempt
prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would
reasonably be expected to result in a Material Adverse Effect.


 


(c)Except
as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred, and
no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute
or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate
has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan,
and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii)
as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2)
of the Code) is 60% or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances
that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of
the most recent valuation date; (iv) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for
the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor
any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no
Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance
has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to
terminate any Pension Plan.


 


(d)No
Loan Party maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active
or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto
and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.


 


5.13.Margin
Regulations; Investment Company Act.


 


(a)Margin
Regulations. No Loan Party is engaged and will engage, principally or as one of its important activities, in the business
of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock. Following the application of the proceeds of the Credit Extension, not more than 25% of
the value of the assets (either of the Borrower only or of Holdings and its Subsidiaries on a consolidated basis) subject to the
provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument
between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section
8.01(e) will be margin stock.


 






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(b)Investment
Company Act. None of Holdings, the Borrower or any Subsidiary is or is required to be registered as an “investment company”
under the Investment Company Act of 1940.


 


5.14.Disclosure.
As of the Closing Date, the Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and
corporate or other restrictions to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters
known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No report,
financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party
to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this
Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information
so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected
financial information, each Loan Party represents as to the information supplied by it only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time (it being understood and agreed that such forecasts
and projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties
and their Subsidiaries and no assurances can be given that such forecasts will be realized, are not to be viewed as facts and
that the actual results during the period or periods covered by any such forecasts and estimates may differ materially from projected
or estimated results).


 


5.15.Compliance
with Laws. Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Laws and all orders,
writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b)
the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.


 


5.16.Labor
Matters. Except as set forth on Schedule 5.16, as of the Closing Date no Loan Party or any Subsidiary is a party to
or bound by any collective bargaining agreement. There are no strikes, lockouts, slowdowns or other labor disputes against any
Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened which, individually or in the aggregate,
would reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, there are no representation proceedings
pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor
organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition. As of the Closing
Date, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or
any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened
in writing to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise
relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually
or in the aggregate would reasonably be expected to result in a Material Adverse Effect. The consummation of the transactions
contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any
union under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound.


 






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5.17.Solvency.
Immediately after the consummation of the Transactions to occur on the Closing Date and immediately prior to the making of each

Credit Extension and after giving effect to the application of the proceeds of each Credit Extension, the Loan Parties and their
Subsidiaries, collectively on a consolidated basis, are Solvent.


 


5.18.Registered
ISO. The Borrower is registered as an ISO with Visa and MasterCard (collectively, the “Card Association Registrations”)
and is sponsored into Visa and MasterCard by Wells Fargo Bank, National Association. The Card Association Registrations are current
and active, and immediately prior to the Closing Date no additional registration or qualification with Visa or MasterCard or any
member bank thereof (each a “Member Bank”) is required to operate the Borrower’s business. Except
for the Card Association Registrations, the operation of the Borrower’s business immediately prior to the Closing Date consistent
with past practices does not require the Borrower to be registered with Visa or MasterCard as a third party agent, third party
processor, or other type of entity, whether with a particular Member Bank or otherwise. All of the services the Borrower provides
to customers are of the type authorized to be provided by the Borrower pursuant to the Card Association Registrations.


 


5.19.Sanctions
Concerns and Anti-Corruption Laws.


 


(a)Sanctions
Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director,
officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by
any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially
Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar
list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.


 


(b)Anti-Corruption
Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have
instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


5.20.Responsible
Officers. Set forth on Schedule 1.01(c) are the Responsible Officers, holding the offices indicated next to their respective
names, as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02.
Such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and
deliver, on behalf of the respective Loan Party, this Agreement, the Notes and the other Loan Documents.


 


5.21.Subsidiaries;
Equity Interests; Loan Parties.


 


(a)Subsidiaries,
Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.21(a) is the following information which
is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in
accordance with Section 6.02: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and
other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 6.02, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding,
(iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries
and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests
in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens except for Permitted
Liens incurred pursuant to Sections 7.01(a), (c), (d), (h) and (u). There are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees
or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of the Borrower or any Subsidiary
thereof, except as contemplated in connection with the Loan Documents.


 






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(b)Loan
Parties. Set forth on Schedule 5.21(b) is a complete and accurate list of all Loan Parties, showing as of the Closing
Date, or as of the last date such Schedule was required to be updated in accordance with Section 6.02, (as to each Loan
Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date,
(iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the address of
its chief executive office, (vi) the address of its principal place of business, (vii) its U.S. federal taxpayer identification
number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification
number issued to it by the jurisdiction of its incorporation or organization, (viii) the organization identification number and
(ix) ownership information (e.g. publicly held or if private or partnership, the owners and partners of each of the Loan Parties).


 


5.22.Collateral
Representations.


 


(a)Security
Instruments. The provisions of the Security Instruments are effective to create in favor of the Administrative Agent for the
benefit of the Secured Parties a legal, valid and enforceable second priority Lien (subject to Permitted Liens) on all right,
title and interest of the respective Loan Parties in the Collateral described therein, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity.
Except for filings completed on or prior to the Closing Date and as contemplated hereby and by the Security Instruments, no filing
or other action will be necessary to perfect or protect such Liens with respect to Collateral upon which perfection can be obtained
by the filings completed on or prior to the Closing Date and as contemplated hereby and by the Security Instruments, other than
(i) filings and other actions to continue and maintain the Liens created by the Security Instruments and (ii) notices and filings
customarily required in connection with the exercise of remedies in respect of the Collateral.


 


(b)Intellectual
Property. Set forth on Schedule 5.22(b), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 6.02, is a list of all registered Intellectual Property (including all applications
for registration and issuance) owned by each of the Loan Parties or to which each of the Loan Parties has a right (including the
name/title, current owner, registration or application number, and registration or application date and such other information
as reasonably requested by the Administrative Agent).


 


(c)Documents,
Instrument, and Tangible Chattel Paper. Set forth on Schedule 5.22(c), as of the Closing Date and as of the last date
such Schedule was required to be updated in accordance with Section 6.02, is a description of all Documents, Instruments,
and Tangible Chattel Paper of the Loan Parties to the extent the aggregate fair market value thereof exceeds $250,000 (including
the Loan Party owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested
by the Administrative Agent).


 


(d)Deposit
Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, and Securities Accounts.


 


(i)Set
forth on Schedule 5.22(d)(i), as of the Closing Date and as of the last date such Schedule was required to be updated in
accordance with Section 6.02, is a description of all Deposit Accounts and Securities Accounts of the Loan Parties, including
the name of (A) the applicable Loan Party, (B) in the case of a Deposit Account, the depository institution and average amount
held in such Deposit Account and whether such account is a zero balance account or a payroll account, and (C) in the case of a
Securities Account, the Securities Intermediary or issuer and the average aggregate market value held in such Securities Account,
as applicable.


 






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(ii)Set
forth on Schedule 5.22(d)(ii), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 6.02, is a description of all Electronic Chattel Paper of the Loan Parties to the extent the
aggregate fair market value thereof exceeds $50,000, and all Letter-of-Credit Rights of the Loan Parties to the extent the aggregate
fair market value thereof exceeds $250,000, including (A) in each case the name of the applicable Loan Party, (B) in the case
of Electronic Chattel Paper, the account debtor and (V) in the case of Letter-of-Credit Rights, the issuer or nominated person,
as applicable.


 


(e)Commercial
Tort Claims. Set forth on Schedule 5.22(e), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 6.02, is a description of all Commercial Tort Claims of the Loan Parties to the
extent the aggregate fair market value thereof exceeds $250,000 (detailing such Commercial Tort Claim in such detail as reasonably
requested by the Administrative Agent).


 


(f)Pledged
Equity Interests. Set forth on Schedule 5.22(f), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 6.02, is a list of (i) all pledged Equity Interests and (ii) all other Equity
Interests required to be pledged to the Administrative Agent pursuant to the Security Instruments (in each case, detailing the
Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class
of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and
the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).


 


(g)Properties.
Set forth on Schedule 5.22(g), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 6.02, is a list of (i) each headquarter location of the Loan Parties, (ii) each other location
where any significant administrative or governmental functions are performed, (iii) each other location where the Loan Parties
maintain any books or records (electronic or otherwise) and (iv) each location where any personal property Collateral having an
aggregate fair market value in excess of $50,000 is located at any premises owned or leased by a Loan Party (in each case, including
(1) an indication if such location is leased or owned, (2), if leased, the name of the lessor, and if owned, the name of the Loan
Party owning such property, (3) the address of such property (including, the city, county, state and zip code) and (4) to the
extent owned, the approximate fair market value of such property).


 


(h)Material
Contracts. Set forth on Schedule 5.22(h), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 6.02, is a complete and accurate list of all Material Contracts of the Borrower
and its Subsidiaries.


 


5.23.Brokers.
No broker or finder (except for those whose fees and expenses have been paid in full on the Closing Date) brought about the obtaining,
making or closing of the Loans or transactions contemplated by the Loan Documents.


 


5.24.Senior
Indebtedness. All Obligations including those to pay principal of and interest (including post-petition interest, whether
or not allowed as a claim under bankruptcy or similar laws) on the Loans and other Obligations, and fees and expenses in connection
therewith, constitute “Senior Indebtedness” or similar term relating to the Obligations and all such Obligations are
entitled to the benefits of the subordination created by any applicable Subordinated Debt Document, as applicable. Each Loan Party
acknowledges that Administrative Agent and each Lender is entering into this Agreement and is extending its Commitments in reliance
upon the subordination provisions of any applicable Subordinated Debt Document.


 






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5.25.EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


ARTICLE
VI

AFFIRMATIVE
COVENANTS


 


So
long as any Lender shall have any Commitment hereunder or any Loan Obligation (other than contingent indemnification claims for
which no claim has been asserted) hereunder shall remain unpaid or unsatisfied, each Loan Party shall, and shall cause each Subsidiary
to:


 


6.01.Financial
Statements. Deliver to Administrative Agent and each Lender:


 


(a)Audited
Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each Fiscal Year of
the Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related
consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such Fiscal Year, setting
forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance
with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized
standing reasonably acceptable to the Administrative Agent (it being acknowledged that Marcum LLP is acceptable to the Administrative
Agent), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject
to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit (provided that it shall not be a violation of this clause (a) if the report and opinion accompanying the financial statements
for the Fiscal Year ending immediately prior to the stated final maturity date of the Aggregate commitments is subject to a “going
concern” or other qualification solely as a result of such impending stated final maturity date under this Agreement).


 


(b)Quarterly
Financial Statements. As soon as available, but in any event within (i) forty-five (45) days after the end of each of the
first three (3) fiscal quarters of each Fiscal Year of the Borrower and (ii) sixty (60) days after the end of the last fiscal
quarter of each Fiscal Year of the Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such
fiscal quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash
flows for such fiscal quarter and for the portion of the Borrower’s Fiscal Year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of
the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, certified by the chief executive
officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results
of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end
audit adjustments and the absence of footnotes.


 


(c)Monthly
Cash Sheet. Within fifteen (15) days after Administrative Agent’s request (such request not to be provided more than
one time in any month), a cash sheet reconciling (i) the monthly residual report generated by First Data Merchant Services Corporation,
Synovus Bank, TSYS Acquiring Solutions, L.L.C. or any other processor of the Borrower and (ii) the Borrower’s cash receipts
and residual receivables, in reasonable detail and duly certified by the chief executive officer, chief financial officer, treasurer
or controller of the Borrower as fairly presenting in all material respects the matters set forth therein.


 






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(d)Business
Plan and Budget. As soon as available, but in any event within ninety (90) days after the end of each Fiscal Year of the Borrower,
an annual business plan and budget of Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management
of the Borrower, in form reasonably satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance
sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the immediately
following Fiscal Year.


 


6.02.Other
Information. Deliver to Administrative Agent and each Lender, in form and detail reasonably satisfactory to Administrative
Agent:


 


(a)Compliance
Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b)(i),
(i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller
of the Borrower, and (ii) a copy of management’s discussion and analysis with respect to such financial statements.


 


(b)Excess
Cash Flow Certificate. Concurrently with delivery of financial statements under Section 6.01(a), an Excess Cash Flow
Certificate executed by a Responsible Officer of Borrower which provides a reasonably detailed description of Excess Cash Flow
for such Fiscal Year.


 


(c)Updated
Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a), the following
updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation
related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 1.01(c), 5.10,
5.21(a), 5.21(b), 5.22(b), 5.22(c), 5.22(d)(i), 5.22(d)(ii), 5.22(e), 5.22(f),
5.22(g) and 5.22(h).


 


(d)Changes
in Corporate Structure. Within ten (10) days (or such shorter period as Administrative Agent may agree in its sole discretion)
prior to any merger, consolidation, dissolution or other change in corporate structure of any Loan Party or any of its Subsidiaries
permitted pursuant to the terms hereof, provide notice of such change in corporate structure to the Administrative Agent, along
with such other information as reasonably requested by the Administrative Agent. Not less than ten (10) days prior (or such shorter
period of time as agreed to by the Administrative Agent) to any change in any Loan Party’s legal name, state of organization,
or organizational existence, provide notice to the Administrative Agent of such change; provided that, promptly upon consummation
of the Transactions, but in any event within one Business Day after the Closing Date, (i) FinTech Acquisition Corp. shall change
its name to CardConnect Corp. and (ii) FinTech Merger Sub, Inc. shall change its name to FTS Holding Corporation.


 


(e)Audit
Reports; Management Letters; Recommendations. Promptly after any request by the Administrative Agent or any Lender, copies
of any detailed audit reports, management letters or recommendations submitted to the board of directors or equivalent governing
body (or the audit committee of the board of directors or equivalent governing body) of any Loan Party by independent accountants
in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.


 


(f)Notices.
Not later than three (3) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices,
requests and other documents (including amendments, waivers and other modifications) received under or pursuant to any material
instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such
information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative
Agent may reasonably request.


 






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(g)Additional
Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan
Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request. Notwithstanding any of the foregoing, none of the Loan Parties 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 in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors)
is prohibited by Law or is subject to a confidentiality agreement with a third party entered into in good faith.


 


6.03.Notices.
Promptly, but in any event within two (2) Business Days after a Responsible Officer of any Loan Party obtains knowledge thereof,
notify the Administrative Agent and each Lender of:


 


(a)the
occurrence of any Default or Event of Default;


 


(b)the
occurrence of any Change of Control;


 


(c)any
matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including without limitation
(i) breach or non-performance of, or any default under, a Contractual Obligation (including any First Lien Loan Document) of the
Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any
Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary;


 


(d)any
(i) unfavorable audit by Visa or MasterCard or (ii) termination or threatened termination of Borrower’s registration as
an ISO in good standing with Visa or MasterCard;


 


(e)any
(i) termination of any Material Contract or (ii) occurrence giving any party the right to terminate a Material Contract;


 


(f)the
occurrence of any ERISA Event;


 


(g)any
material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof or any discharge,
resignation or withdrawal by or of any Loan Party’s present auditor; and


 


(h)the
creation of any Subsidiary;


 


(i)the
occurrence of any “Default” or “Event of Default” (as each such term is defined therein) under the First
Lien Loan Documents; and


 


(j)any
casualty, damage or destruction to any material portion of the Collateral (deemed to include Collateral having an aggregate value
in excess of $150,000) or the commencement of any action or proceeding for the taking of any interest in a material portion of
the Collateral (deemed to include Collateral having an aggregate value in excess of $150,000) under power of eminent domain or
by condemnation or similar proceeding.


 


Each
notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and
proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and
all provisions of this Agreement and any other Loan Document that have been breached.


 






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6.04.Payment
of Obligations. Pay and discharge as the same shall become due and payable, all its material obligations and liabilities (other
than First Lien Indebtedness), including (a) all material Tax liabilities, assessments and governmental charges or levies upon
it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted
and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which,
if unpaid, would by law become a Lien upon its property that would cause a breach of Section 7.01; and (c) all Indebtedness
that exceeds the Threshold Amount, as and when due and payable, but subject to any subordination provisions contained in any instrument
or agreement evidencing such Indebtedness, unless the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary.


 


6.05.Preservation
of Existence, Etc.


 


(a)Preserve,
renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.04 or 7.05;


 


(b)take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse
Effect;


 


(c)comply
with operating regulations established by Visa and MasterCard and maintain its registration as an ISO in good standing with Visa
and MasterCard; and


 


(d)preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably
be expected to have a Material Adverse Effect.


 


6.06.Maintenance
of Properties.


 


(a)Maintain,
preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have a Material
Adverse Effect;


 


(b)make
all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect; and


 


(c)use
the standard of care typical in the industry in the operation and maintenance of its facilities, except where the failure to do
so would not reasonably be expected to have a Material Adverse Effect.


 


6.07.Maintenance
of Insurance; Condemnation Proceeds.


 


(a)Maintenance
of Insurance. Maintain with (i) companies having an A.M. Best Rating of at least “A” or (ii) financially sound
and reputable insurance companies not Affiliates of the Loan Parties reasonably acceptable to Administrative Agent, insurance
with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged
in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such
other Persons, including, without limitation, terrorism insurance.


 






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(b)Evidence
of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable or loss payee, as its interest may
appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any
Collateral, and use commercially reasonable efforts to cause each provider of any such insurance to agree, by endorsement upon
the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the
Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or
ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current
insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance
as required by the Administrative Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii)
evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form
of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages
for each insurance policy and (iv) lender’s loss payable endorsement if the Administrative Agent for the benefit of the
Secured Parties is not on the declarations page for such policy. As requested by the Administrative Agent, the Loan Parties agree
to deliver to the Administrative Agent an Authorization to Share Insurance Information in substantially the form of Exhibit
J (or such other form as required by each of the Loan Parties’ insurance companies).


 


6.08.Compliance
with Laws Generally; Environmental Laws. Except in each case as would not reasonably be expected to have a Material Adverse
Effect, (a) comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its
business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; (b) maintain its real property in compliance with all
Environmental Laws; (c) obtain and renew all Environmental Permits necessary for its operations and properties; and (d) implement
any and all investigation, remediation, removal and response actions that are required to comply with Environmental Laws pertaining
to the presence, generation, treatment, storage, use, disposal, transportation or release of any Hazardous Materials on, at, in,
under or about any of its real property.


 


6.09.Books
and Records.


 


(a)Maintain
proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall
be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as
the case may be.


 


(b)Maintain
such books of record and account in material conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.


 


6.10.Inspection
Rights, Meetings with Administrative Agent.


 


(a)Permit
representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and, provided that Borrower is given a reasonable opportunity to
be present, independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business
hours and, subject to the limitation below, as often as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that when an Event of Default exists the Administrative Agent and the Lenders (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours
and without advance notice; provided, further, that unless an Event of Default has occurred and is continuing, (x) such visits,
inspections and examinations may only be conducted up to two times per Fiscal Year and (y) Borrower shall only be required to
reimburse the cost of one visit, inspection and examination in any Fiscal Year; provided that all such visits inspections
and examinations will be coordinated by the Administrative Agent. Without limiting the foregoing, the Loan Parties will participate
and will cause their key management personnel to participate in meetings with Administrative Agent and Lenders which shall be
held at such times and such places as may be reasonably requested by Administrative Agent; provided that unless an Event
of Default has occurred and is continuing, such meetings shall not exceed two times per Fiscal Year.


 






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(b)If
requested by the Administrative Agent in its sole discretion, permit the Administrative Agent, and its representatives, upon reasonable
advance notice to the Borrower, to conduct an annual audit of the Collateral at the expense of the Borrower.


 


6.11.Compliance
with ERISA. Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance
in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws; (b) cause each Plan which
is qualified under section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan,
in each case, so as not to give rise to any liability that would reasonably be expected to result in a Material Adverse Effect.


 


6.12.Use
of Proceeds. Use the proceeds of the Credit Extensions (i) to refinance certain existing Indebtedness of the Borrower, (ii)
to finance the Closing Date Acquisition, other Permitted Acquisitions and buy-backs of residual expenses, commissions and other
like payments owed by the Borrower to its agents and (iii) for general corporate and working capital purposes not in contravention
of any Law or of any Loan Document.


 


6.13.Material
Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain
each such Material Contract in full force and effect (except as such Material Contract may terminate in accordance with its terms)
and enforce each such Material Contract in accordance with its terms.


 


6.14.Covenant
to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary) whether
newly formed, after acquired or otherwise existing to, within thirty (30) days after such Subsidiary is formed or acquired (or
such longer period of time as agreed to by the Administrative Agent in its sole discretion), become a Guarantor hereunder by way
of execution of a Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not
less than five (5) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Administrative Agent
in its sole discretion) or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties
shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, (i) a Joinder Agreement,
together with other Loan Documents reasonably requested by Administrative Agent, including all Security Instruments and other
documents reasonably requested to establish and preserve the Lien of Administrative Agent in all Collateral of such Subsidiary,
subject to any limitations on Collateral set forth in the Loan Documents; (ii) Uniform Commercial Code financing statements and
original collateral (including pledged Equity Interests, other securities and Instruments) and such other documents and agreements
as may be reasonably required by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected
Lien in all Collateral in which such Subsidiary has an interest consistent with the terms of the Loan Documents executed on the
Closing Date (and subject to any limitations on Collateral set forth therein); (iii) an opinion of counsel to such Subsidiary
addressed to Administrative Agent and the Lenders, in form and substance reasonably acceptable to Administrative Agent and substantially
similar to those opinions of counsel delivered on the Closing Date; and (iv) current copies of the Organization Documents of such
Subsidiary, resolutions of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization
Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution
and delivery of documents described in this Section 6.14, all certified by a Responsible officer of Borrower. For the avoidance
of doubt, (i) no Excluded Subsidiary shall be required to guarantee or pledge its assets for any Obligations of a Loan Party that
is a United States person within the meaning of Section 7701(a)(30) of the Code, (ii) any applicable Loan Party that directly
owns the issued and outstanding Equity Interests of an Excluded Subsidiary shall be required to pledge not more than 65% of the
issued and outstanding voting Equity Interests in such Excluded Subsidiary and 100% of the issued and outstanding non-voting Equity
Interests in such Excluded Subsidiary to secure the Obligations of such Loan Parties and (iii) in no event shall any Equity Interests
of any Excluded Subsidiary not owned directly by Loan Party be required to be pledged hereunder.


 






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6.15.Covenant
to Give Security. Except with respect to Excluded Property:


 


(a)Equity
Interests and Personal Property. Each Loan Party will cause (and with respect to any newly formed or after acquired, will
cause within 30 days after such Subsidiary is formed or acquired) the pledged Equity Interests and all of its tangible and intangible
personal property now owned or hereafter acquired by it to be subject at all times to a second priority, perfected Lien (subject
to Permitted Liens to the extent permitted by the Loan Documents) in favor of the Administrative Agent for the benefit of the
Secured Parties to secure the Obligations pursuant to the terms and conditions of the Security Instruments. Each Loan Party shall
provide any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all
in form and substance reasonably satisfactory to the Administrative Agent; provided that certificates representing Equity
Interests in Immaterial Subsidiaries shall not be required to be delivered to the Administrative Agent hereunder or under any
other Loan Document, notwithstanding that such Equity Interests constitute pledged Equity Interests; provided, further,
that (i) only 65% of the total outstanding voting Equity Interests of any CFC or CFC HoldCo owned directly by a Loan party shall
be required to be pledged hereunder, (ii) none of the Equity Interests of any Subsidiary of such CFC or such CFC HoldCo shall
be required to be pledged hereunder and (iii) none of the assets of any CFC or CFC HoldCo (or any Subsidiary thereof) shall be
required to be pledged hereunder.


 


(b)Landlord
Waivers. In the case of the headquarter location of the Loan Parties, each other location where any significant administrative
or governmental functions are performed and each other location where the Loan Parties maintain any books or records (electronic
or otherwise), within 60 days of the Closing Date (or such later time as the Administrative Agent may provide in its sole discretion)
the Loan Parties will use commercially reasonable efforts to provide the Administrative Agent with such estoppel letters, consents
and waivers from the landlords on such real property to the extent (A) requested by the Administrative Agent and (B) the Loan
Parties are able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents
and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any
landlord waiver in the form of Exhibit I is satisfactory to the Administrative Agent).


 


(c)Account
Control Agreements. From and after 90 days after the Closing Date (or such later date as the Administrative Agent may provide
in its sole discretion) each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including
securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be
deposited or maintained with any Person, other than (i) deposit accounts held at BMO (other than the deposit account described
in clause (iv) of this subsection (c) as to which the Administrative Agent or the First Lien Agent shall have received a Qualifying
Control Agreement within 45 days of any written request therefor); (ii) securities accounts that are maintained at all times with
financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement within 45 days
of any written request therefor; (iii) a deposit account of the Borrower held at Bank of America, N.A. and the “Offset Account”
held at Wells Fargo Bank, N.A., each subject to the Lien granted under the First Data Agreement; (iv) the deposit accounts of
the Borrower held at Synovus Bank subject to the Lien granted under the Synovus Sponsorship Agreement; (v) deposit accounts established
solely as payroll, 401(k) or other employee benefit plains, withholding tax accounts or trust or fiduciary accounts; and (vi)
other deposit accounts, so long as at any time the balance in any such account does not exceed $50,000 and the aggregate balance
in all such accounts does not exceed $150,000.


 






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(d)Notwithstanding
anything to the contrary contained in this Section 6.15 or any other Loan Document, each Loan Party shall be required to
grant a Lien to the Administrative Agent, for the benefit of the Lenders, in any real or personal property in which the First
Lien Agent, for the benefit of the First Lien Lenders, shall have been granted a Lien.


 


6.16.Further
Assurances.


 


(a)Promptly
upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error
that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require
from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted
by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to
the Liens now or hereafter intended to be covered by any of the Security Instruments, (iii) perfect and maintain the validity,
effectiveness and priority of any of the Security Instruments and any of the Liens intended to be created thereunder and (iv)
assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted
or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed
in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each
of its Subsidiaries to do so.


 


6.17.Synovus
Sponsorship Agreement. Use commercially reasonable efforts, prior to renewal of the Synovus Sponsorship Agreement, to amend
the Synovus Sponsorship Agreement to limit the Lien on Merchant Agreements and the Merchant Portfolio (as such terms are defined
in the Synovus Sponsorship Agreement) to then existing Merchant Agreements and the then existing Merchant Portfolio and not to
any such collateral that is “after acquired”.


 


ARTICLE
VII

NEGATIVE
COVENANTS


 


So
long as any Lender shall have any Commitment hereunder or any Loan Obligation (other than contingent indemnification claims for
which no claim has been asserted) hereunder shall remain unpaid or unsatisfied, no Loan Party shall, nor shall it permit any Subsidiary
to, directly or indirectly:


 


7.01.Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, except for the following (the “Permitted Liens”):


 


(a)Liens
pursuant to any Loan Document;


 






    	 	-70-	 



     

    

 


(b)Liens
existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated
by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal
or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);


 


(c)Liens
for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)statutory
Liens such as carriers’, landlord’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
supplier’s, laborer’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period
of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the books of the applicable Person;


 


(e)(A)
pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance
and other social security legislation or other similar types of governmental insurance or benefits, other than any Lien imposed
by ERISA or (B) any other Lien in connection with workers’ compensation, unemployment insurance and other social security
legislation as long as the obligations with respect thereto are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(f)deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;


 


(g)easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;


 


(h)Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 8.01(h);


 


(i)Liens
securing Indebtedness permitted under Section 7.02(c) or Section 7.02(k)(ii); provided that (i) such Liens
do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;


 


(j)bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to Cash Equivalents on deposit in one or more accounts
maintained by the Borrower or any of its Subsidiaries in compliance with Section 6.15, in each case in the Ordinary Course
of Business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing
to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such
Liens secure (either directly or indirectly) the repayment of any Indebtedness;


 


(k)[Reserved];


 






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(l)Any
interest or title of a lessor, licensor, sublessor or sublicensor under any lease, license, sublease, or sublicense (including
licenses or sublicenses of intellectual property) entered into by any Loan Party or any Subsidiary thereof in the Ordinary Course
of Business or not materially interfering with the conduct of the business of the Borrower and its Subsidiaries, in each case
covering only the assets so leased, licensed or subleased;


 


(m)Liens
of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;


 


(n)Liens
arising from precautionary UCC financing statement filings regarding operating leases permitted hereunder;


 


(o)Liens
on premium refunds and insurance proceeds granted in favor of insurance companies (or their financing affiliates) solely in connection
with the financing of insurance premiums in the Ordinary Course of Business;


 


(p)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 incurred in the Ordinary Course of Business;


 


(q)Liens
solely on any cash earnest money deposits made by a Loan Party or Subsidiary in connection with any letter of intent or purchase
agreement with respect to an Acquisition not prohibited hereunder;


 


(r)Liens
arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered
into by the Borrower or any of its Subsidiaries in the Ordinary Course of Business and permitted hereunder to the extent such
Liens do not attach to any assets other than the goods subject to such arrangements;


 


(s)Liens
arising pursuant to the First Data Agreement on the funds on deposit in the Borrower’s “Offset Account” and
“Reserve Account”, as each such term is defined in the First Data Agreement;


 


(t)Liens
arising pursuant to the Synovus Sponsorship Agreement on (i) funds on deposit the Borrower’s “Company Account”,
“Company Reserve Account”, and the “Merchant Settlement Accounts”, as each such term is defined in the
Synovus Sponsorship Agreement and (ii) the Merchant Portfolio and Merchant Agreements, as each such term is defined in the Synovus
Sponsorship Agreement; and


 


(u)Liens
securing Indebtedness and other “Obligations” (as such term is defined in the First Lien Credit Agreement or any equivalent
term under the First Lien Facility) incurred pursuant to the First Lien Loan Documents, subject to the Intercreditor Agreement.


 


7.02.Indebtedness.
Subject to Section 7.20, create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)Indebtedness
under the Loan Documents;


 






    	 	-72-	 



     

    

 


(b)Indebtedness
outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof;
provided that, with respect to any such refinancing, refunding, renewal or extension (i) the amount of such Indebtedness
is not increased at the time of such refinancing, refunding, renewal or extension except by (A) the capitalization of any interest
outstanding at such time or (B) an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder,
(ii) the direct or any contingent obligor with respect thereto is not changed, (iii) the terms relating to principal amount, amortization,
maturity, collateral (if any) and subordination, standstill and related terms (if any), and other material terms taken as a whole,
of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument
issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms
of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended, and (iv) the interest
rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market
interest rate;


 


(c)Indebtedness
in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed $345,000;


 


(d)unsecured
Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness
shall (i) be evidenced by promissory notes which shall, if a Loan Party is the payee, be pledged to the Administrative Agent as
Collateral for the Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including subordination
terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany
Debt”);


 


(e)Guarantees
of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;


 


(f)obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered
into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with fluctuations
in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the defaulting party;


 


(g)Subordinated
Debt in an amount not to exceed $2,300,000;


 


(h)unsecured
Indebtedness incurred in respect of customary cash management services, netting services, automated clearing house transfers,
overdraft protection and other like services, in each case, in the Ordinary Course of Business;


 


(i)Indebtedness
consisting of (i) surety and appeal bonds, performance bonds, bid bonds, completion guarantees, and similar obligations incurred
(a) in the Ordinary Course of Business, (b) in connection with the enforcement of rights or claims of the Borrower or its Subsidiaries
or (c) in connection with judgments that do not result in an Event of Default and (ii) unsecured guarantees arising with respect
to customary indemnification obligations of purchasers in connection with Dispositions permitted under Section 7.05;


 


(j)Indebtedness
incurred in the Ordinary Course of Business in favor of insurance companies (or their Affiliates) in connection with the financing
of insurance premiums;


 






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(k)(i)
Permitted Earn-Outs, (ii) Indebtedness of the type permitted by Section 7.02(c) (and subject to the limitations therein,
in the aggregate with Indebtedness incurred in reliance on Section 7.02(c)) that is assumed as part of the consideration
for a Permitted Acquisition, provided that such Indebtedness under this clause (k)(ii) was not created or incurred in contemplation
of such Permitted Acquisition, and (iii) to the extent constituting Indebtedness, other deferred purchase price, contingent liabilities
(other than earn outs) in respect of indemnification obligations, adjustments of purchase price, non-compete, or similar obligations
of any Loan Party or Subsidiary incurred in connection with a Permitted Acquisition;


 


(l)unsecured
Indebtedness of Holdings owing to former employees, officers, or directors of any Loan Party or their Subsidiaries (or any spouses,
ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase by Holdings of the Equity Interests
of Holdings that has been issued to such Persons, so long as (i) no Event of Default has occurred and is continuing or would immediately
result from the incurrence of such Indebtedness, (ii) the aggregate principal amount of all such Indebtedness outstanding at any
one time does not exceed (exclusive of accretions thereto due to the accrual of unpaid interest or payments made in kind with
respect thereto) $690,000 in the aggregate during any Fiscal Year, (iii) such Indebtedness does not provide for the payment of
principal, interest, fees, expenses or any other amount in respect thereof in Cash Equivalents prior to the date that is 6 months
after the Maturity Date and (iv) such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable
to Administrative Agent;


 


(m)(i)
First Lien Indebtedness in an aggregate outstanding principal amount that does not exceed $130,000,000 on the Closing Date, (ii)
any “Increase” (as defined in the First Lien Credit Agreement as in effect on the Closing Date, in each case subject
to the terms and conditions (including limitations on amount and otherwise) of the Intercreditor Agreement), and (iii) any “Refinancing”
(as defined in the Intercreditor Agreement) of the foregoing; and


 


(n)other
unsecured Indebtedness in a principal amount not to exceed $1,150,000 at any time outstanding.


 


7.03.Investments.
Make any Investments, except:


 


(a)Investments
held by the Borrower and its Subsidiaries in the form of Cash Equivalents;


 


(b)(A)
cash advances to officers, directors and employees of Holdings and Subsidiaries in an aggregate amount not to exceed $2,875,000
at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes and (B) non-cash advances
or loans to officers, directors or employees of Holdings and Subsidiaries for the purpose of purchasing Equity Interests in Holdings;


 


(c)(i)
Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional
Investments by Holdings and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of Holdings that are
not Loan Parties in other Subsidiaries of Holdings and (iv) so long as no Event of Default has occurred and is continuing or would
result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties
in an aggregate amount invested from the date hereof not to exceed $575,000 at any one time outstanding (provided that any such
wholly-owned Subsidiary complies with Sections 6.14 and 6.15 if as a result of such Investment such wholly-owned
Subsidiary no longer qualifies as an Immaterial Subsidiary);


 


(d)(i)
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant
of trade credit in the Ordinary Course of Business, (ii) Investments received in satisfaction or partial satisfaction thereof
from financially troubled account debtors (whether customers, suppliers or otherwise) to the extent reasonably necessary in order
to prevent or limit loss, and (iii) deposits made in the Ordinary Course of Business in order to obtain goods and services or
to secure perform;


 






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(e)Guarantees
permitted by Section 7.02, transactions permitted under Section 7.04 and Restricted Payments permitted by Section
7.06;


 


(f)Investments
existing on the date hereof and set forth on Schedule 7.03;


 


(g)Permitted
Acquisitions (including earnest money deposits in connection therewith);


 


(h)Investments
in negotiable instruments deposited or to be deposited for collection in the Ordinary Course of Business;


 


(i)non-cash
consideration received in connection with Dispositions permitted by Section 7.05 (other than clauses (c) or (d) thereof
or clauses (d), (e) or (h) set forth in the defined term “Permitted Transfers”);


 


(j)Investments
by a Loan Party in agents in the Ordinary Course of Business in an aggregate amount not to exceed $3,450,000 at any one time outstanding;


 


(k)subject
to the terms set forth in the definition of “Available Amount,” additional Investments in an aggregate amount not
to exceed the Available Amount; and


 


(l)other
Investments made using the proceeds from (and substantially concurrently with) an equity issuance (other than in the form of Disqualified
Equity Interest) to, or other contribution from, shareholders of Holdings.


 


7.04.Mergers,
Dissolutions, Etc. Merge, dissolve, liquidate, consolidate with or into another Person (other than the Closing Date Acquisition),
or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:


 


(a)any
Loan Party (other than Borrower and Holdings) may merge or consolidate with or into, or Dispose of all or substantially all of
its assets (upon voluntary liquidation, dissolution or otherwise) to, the Borrower or to another Loan Party; provided that,
in no event (x) may any Loan Party merge or consolidate with or into, or Dispose of all or substantially all of its assets (upon
voluntary liquidation, dissolution or otherwise) to, Holdings or (y) may Holdings merge or consolidate with or into, or Dispose
of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to, any Loan Party;


 


(b)any
Subsidiary that is not a Loan Party may merge or consolidate with or into, or Dispose of all or substantially all its assets (including
any Disposition that is in the nature of a liquidation) to, (i) another Subsidiary that is not a Loan Party or (ii) a Loan Party
(other than Holdings);


 


(c)in
connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person
or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall
be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower)
is a party, such Loan Party is the surviving Person; and


 






    	 	-75-	 



     

    

 


(d)so
long as no Default has occurred and is continuing or would result therefrom, in connection with any Permitted Acquisition, each
of Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge
into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in
the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any
such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person.


 


7.05.Dispositions.
Make any Disposition, except:


 


(a)Permitted
Transfers;


 


(b)Dispositions
of obsolete or worn out property, or property either not used or no longer useful in the Loan Parties’ business, whether
now owned or hereafter acquired, in the Ordinary Course of Business;


 


(c)Dispositions
of personal or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
property;


 


(d)Dispositions
permitted by Section 7.04, Liens permitted by Section 7.01, Investments permitted by Section 7.02, Indebtedness
permitted by Section 7.03, and Restricted Payments permitted by Section 7.06; and


 


(e)other
Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be Cash Equivalents paid contemporaneously
with consummation of the transaction and the consideration paid shall be in an amount not less than the fair market value of the
property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any
Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by
or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and
(iv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries
in all such transactions in any Fiscal Year of the Borrower shall not exceed $575,000.


 


7.06.Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, except that:


 


(a)each
Subsidiary of the Borrower may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according
to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 


(b)Holdings,
the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity
Interests of such Person;


 


(c)the
Borrower may make Permitted Tax Distributions to Holdings provided that if (A) Holdings receives any Tax refund in respect
of any Tax paid using the distributions received under Section 7.06(c) (or with respect to Tax paid directly by Borrower
or any Subsidiary thereof) or (B) Holdings is distributed an amount in excess of the amount allowable hereunder, then Holdings
shall promptly contribute such refund or excess distribution (as applicable) to Borrower, net of any reasonable out-of-pocket
costs and expenses incurred in obtaining any Tax refund;


 






    	 	-76-	 



     

    

 


(d)so
long as no Event of Default shall have occurred and be continuing or would result therefrom (or, if an Event of Default has occurred
and is continuing, so long as such amounts are funded solely from the proceeds of a cash equity contribution received by Holdings
from its shareholders), (i) Holdings may make distributions to officers, directors or former employees of any Loan Party or their
Subsidiaries (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of
Holdings held by such Persons and (ii) Holdings may make Restricted Payments to officers, directors, or former employees of any
Loan Party (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness
of such Persons owing to Holdings on account of repurchases of the Equity Interests of Holdings held by such Persons, provided
that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Holdings;


 


(e)the
Borrower may make distributions to the Holdings in order to (A) pay fees and expenses required to maintain its corporate existence
and other similar corporate overhead costs and expenses in the Ordinary Course of Business and (B) pay any franchise taxes and
other similar taxes to the extent required to maintain Holdings’ corporate existence;


 


(f)[Reserved];


 


(g)the
Loan Parties may make payments to members of the board of directors of Holdings, such payments not to exceed $115,000 in the aggregate
per Fiscal Year to the extent paid to any directors other than independent directors;


 


(h)Holdings
may make quarterly dividend payments with respect to the Holdings Preferred Equity, at a rate not to exceed 10% per annum and
solely to the extent such payments are made from the Cash Collateral Account, provided that, any such payments shall be made in
accordance with the Holdings Preferred Equity Documents; and


 


(i)Holdings
may (i) purchase, redeem or otherwise acquire its Equity Interests and (ii) subject to the terms set forth in the definition of
“Available Amount,” may declare and make cash dividend payments and other distributions, provided that the sum of
the aggregate amount of Restricted Payments made pursuant to this Section 7.06‎(i) does not exceed the Available
Amount.


 


7.07.Change
in Nature of Business. Engage in any material line of business substantially different from the Core Business.


 


7.08.Transactions
with Affiliates. Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate
of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party,
(c) transactions expressly permitted by this Agreement, (d) subject to Section 7.15, reasonable compensation, benefits
and reimbursement of expenses of officers and directors, (e) transactions amongst Loan Parties, (f) transactions amongst Subsidiaries
of Loan Parties that are not Loan Parties, (g) so long as approved by Holdings’ or applicable Subsidiary’s board of
directors (or equivalent body) in good faith, any indemnity provided for the benefit of officers, directors, or employees, (h)
transactions described on Schedule 7.08, and (i) except as otherwise specifically limited in this Agreement, other transactions
which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially
as favorable to such Loan Party or Subsidiary as would be obtainable by it in a comparable arm’s length transaction with
a Person other than an officer, director or Affiliate.


 






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7.09.Inconsistent
Agreements. Enter into, or permit to exist, any Contractual Obligation (except for this Agreement, the other Loan Documents
and the First Lien Loan Documents) that (a) encumbers or restricts the ability of any such Person to (i) to act as a Loan Party;
(ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make
loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or
hereafter acquired, except, in the case of clause (a)(v) only, for any document or instrument governing Liens permitted
by Sections 7.01(i) or (r), provided that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, or (b) requires the grant of any Lien on property for any obligation if a Lien
on such property is given as security for the Obligations.


 


7.10.Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.


 


7.11.Financial
Covenants.


 


(a)[Reserved].


 


(b)Consolidated
Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as of the end of any Measurement Period to be greater
than the ratio set forth below opposite the last day of such Measurement Period:


 


	Measurement Period Ending	 	Maximum Consolidated Total Net Leverage Ratio
	September 30, 2016	 	5.50:1.00
	December 31, 2016	 	5.25:1.00
	March 31, 2017	 	5.25:1.00
	June 30, 2017	 	5.00:1.00
	September 30, 2017	 	5.00:1.00
	December 31, 2017	 	4.75:1.00
	March 31, 2018	 	4.75:1.00
	June 30, 2018	 	4.50:1.00
	September 30, 2018	 	4.50:1.00
	December 31, 2018	 	4.50:1.00
	March 31, 2019	 	4.50:1.00
	June 30, 2019 and each fiscal quarter thereafter	 	4.25:1.00



 


(c)Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period to
be less than 1.00:1.00.


 


7.12.Amendment
to First Lien Loan Documents; Amendment to Organization Documents.


 






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(a)Amend
any of its Organization Documents (i) with respect to the Holdings Preferred Equity or (ii) in any way that has a material and
adverse effect on the rights of the Lenders or the Administrative Agent under this Agreement or any other Loan Document;


 


(b)change
its Fiscal Year;


 


(c)amend,
modify or change in any manner any term or condition of (i) any First Lien Loan Document in a manner that violates the Intercreditor
Agreement; provided, notwithstanding anything herein to the contrary, in no event shall any Loan Party agree to any amendment,
modification or waiver of the First Lien Loan Documents that would permit assignments of, or participations in the First Lien
Indebtedness by the Sponsor or any Affiliate of the Loan Parties that would violate Section 10.06(b)(iv) of the First Lien
Credit Agreement (as in effect on the date hereof), or (ii) any other Indebtedness that is subordinated to any of the Obligations
in a manner that violates the subordination terms thereof;


 


(d)without
providing ten (10) days prior written notice to the Administrative Agent (or such shorter period of time as agreed to by the Administrative
Agent in its sole discretion), change its name, state of formation or form of organization; provided that such notice requirement
does not apply with respect to the name changes identified in the proviso to Section ‎6.02(d);


 


(e)make
any change in accounting policies or reporting practices, except as required by or otherwise acceptable and in accordance with
GAAP; or


 


(f)amend
the First Data Agreement, the Synovus Sponsorship Agreement or the TSYS Processing Agreement in any way that could reasonably
be expected to have a material adverse effect on the interests of the Lenders or the Administrative Agent.


 


7.13.Sale
and Leaseback Transactions. Enter into any Sale and Leaseback Transaction.


 


7.14.Prepayments,
Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof
in any manner (including by the exercise of any right of setoff), or make any payment in violation of any subordination, standstill
or collateral sharing terms of or governing any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance
with the terms of this Agreement; (b) the prepayment of First Lien Indebtedness or any “Increase” (as defined in the
First Lien Credit Agreement in effect as of the Closing Date), provided that any such prepayment made out of the proceeds of Collateral
(as such term is defined in the Intercreditor Agreement) shall be applied in accordance with the terms of the Intercreditor Agreement;
(c) regularly scheduled or required repayments or redemptions of Indebtedness under the Indebtedness set forth in Schedule
7.02 and refinancing, replacements, and refundings of such Indebtedness in compliance with Section 7.02(b); (d) any
prepayment, redemption, defeasance or satisfaction of intercompany Indebtedness permitted under Section 7.02(d); (e) with
respect to any Disposition permitted under Section 7.05, the repayment of the amount of any Indebtedness permitted under
Section 7.02 that is secured by a Lien permitted by Section 7.01 on the asset subject to such Disposition that is
repaid in connection with such Disposition; (f) any prepayment, redemption, defeasance or satisfaction using the proceeds from
a direct or indirect equity issuance to, or contribution from, any direct or indirect shareholders of Holdings; and (g) subject
to any applicable subordination terms thereof and the terms set forth in the definition of “Available Amount,”, payments
on account of Permitted Earn-Outs, Permitted Seller Debt or Subordinated Debt, provided that the sum of the aggregate amount of
such payments made pursuant to this Section 7.14 does not exceed the Available Amount.


 


7.15.Management
Bonuses. Make, declare or permit bonuses or equity-based compensation to the officers
and managers of the Loan Parties that exceed an amount equal to 5.00% of Consolidated EBITDA in the aggregate for any Fiscal Year
(without giving effect to any add-back of such bonuses or equity-based compensation in determining Consolidated EBITDA).


 






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7.16.Sanctions.
(a) Become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets
Control Regulations, (b) knowingly engage in any dealings or transactions, or be otherwise associated, with any such “blocked
person” or in any manner violate any such order, or (c) use any part of the proceeds of the Loans for any payments to any
governmental official or employee, political party, official of a political party, candidate for political office, or anyone else
acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of
the United States Foreign Corrupt Practices Act of 1977.


 


7.17.Disqualified
Equity Interest. Issue or permit to exist any Disqualified Equity Interest.


 


7.18.Composition
of Merchant Portfolio. At any time allow more than 20% of its portfolio of merchant agreements (measured in terms of charge
volume) to consist of agreements that are subject to the Synovus Sponsorship Agreement and TSYS Processing Agreement, so long
as the Synovus Sponsorship Agreement has not been amended as contemplated in Section 6.17.


 


7.19.Holdings
Covenant. Permit Holdings to engage in any business activities, hold any assets or incur any Indebtedness other than (i) acting
as a holding company and transactions incidental thereto, (ii) entering into the Loan Documents and the First Lien Loan Documents
and the transactions required herein or therein or permitted herein or therein to be performed by Holdings, (iii) entering into
the agreements related to and consummating the Transactions, (iv) receiving and distributing the dividends, distributions and
payments permitted to be made to Holdings pursuant to Section 7.06, (v) entering into engagement letters and similar type
contracts and agreements with attorneys, accountants and other professionals, (vi) owning the Equity Interests of the Borrower,
(vii) issuing Equity Interests as permitted hereunder, (viii) engaging in activities necessary or incidental to any director,
officer and/or employee option incentive plan at Holdings, (ix) providing guarantees for the benefit of Borrower to the extent
such Person is otherwise permitted to enter into the transaction under this Agreement (including guaranties of lease obligations),
(x) holding nominal deposits in Deposit Accounts in connection with consummating any of the foregoing transactions, (xi) activities
and contractual rights incidental, related or corollary to the maintenance of its corporate existence, (xii) preparing reports
to any Governmental Authority and to its equity holders, participating in tax, accounting and other administrative matters and
performing, and retaining auditors and other Persons to perform, other administrative functions incidental to its status as a
holding company, (xiii) engaging in transactions expressly permitted by this Agreement and the other Loan Documents, in each case,
subject to any limitations set forth herein with respect to any such transaction and (xiv) other immaterial activities and assets
that are incidental, reasonably related or ancillary to the foregoing.


 


7.20.Anti-Layering.
Notwithstanding anything in this Agreement to the contrary, the Loan Parties will not create or incur any indebtedness
for borrowed money which is (i) contractually subordinated in right or payment to any of the First Lien Indebtedness, unless such
Indebtedness is also contractually subordinated in right or payment, as applicable, in the same manner and to the same extent,
to the Obligations or (ii) secured by a Lien on the Collateral that is both contractually senior in priority to the Lien securing
the Obligations and contractually junior in priority to the Liens securing the First Lien Indebtedness, other than, in each case,
as permitted by the terms of the Intercreditor Agreement.


 


7.21.Holdings
Preferred Equity Maximum Leverage. Notwithstanding anything to the contrary herein, in no event shall Holdings and its Subsidiaries
create, incur, assume or suffer to exist any Indebtedness such that the Maximum Leverage Ratio (as defined in the Holdings Preferred
Equity Documents (as in effect on the Closing Date or as amended to the extent expressly consented to by the Administrative Agent))
on a pro forma basis after giving effect to any contemporaneous transaction contemplated therewith, is exceeded.


 






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ARTICLE
VIII

EVENTS
OF DEFAULT AND REMEDIES


 


8.01.Events
of Default. Any of the following shall constitute an Event of Default:


 


(a)Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan
or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan, or any fee due or any other amount
payable hereunder or under any other Loan Document; or


 


(b)Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of (i) Section 6.01
or 6.02 and such failure continues for three (3) or more Business Days or (ii) Section 6.03, 6.05, 6.08,
6.10, 6.12, 6.13 or 6.15(c) or Article VII or Article XI; or


 


(c)Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a)
or (b) above) contained in this Agreement or any other Loan Document on its part to be performed or observed and such
failure continues for thirty (30) days after the earlier of (i) receipt of notice of such failure by a Responsible Officer of
Borrower from Administrative Agent, or (ii) any Responsible Officer of any Loan Party becomes aware, or should have been aware,
of such failure; or


 


(d)Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect (or, with respect to representations, warranties, certifications or statements
of fact that contain a materiality qualification, in any respect) when made or deemed made; or


 


(e)Cross-Default.
(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise, after the expiration of any grace period applicable thereto) in respect of any Indebtedness
or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness
or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto after the expiration of any
grace period applicable thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit
the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness
to be demanded or 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, or such Guarantee to become
payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date
(as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or
any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold
Amount; provided however, that, the occurrence of any such default, event or condition, described in clause (i) of this Section
8.01(e) under the First Lien Loan Documents shall only constitute a Default or Event of Default under this Agreement if (i)
as a result of such default, event or condition the First Lien Obligations are accelerated and due and payable prior to the scheduled
maturity date thereof or (ii) it is an event of default under the First Lien Credit Agreement described in clause (i)(A) of this
Section 8.01(e) and such event of default continues for a period of 150 days; or


 






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(f)Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part
of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days;
or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief
is entered in any such proceeding; or


 


(g)Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully
bonded within thirty (30) days after its issue or levy; or


 


(h)Judgments.
There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of
money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(i)ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)Invalidity
of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents,
ceases to be in full force and effect; or any Loan Party or any Related Party of a Loan Party contests in any manner the validity
or enforceability of any provision of any Loan Document or the Obligations shall cease to constitute second priority Indebtedness
under the Intercreditor Agreement or any Subordination Agreement or, in any case, such intercreditor provisions shall be invalidated
or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms;
or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports
to revoke, terminate or rescind any provision of any Loan Document;


 






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(k)Cessation
of Business. Any Loan Party or any Subsidiary shall cease conducting any business operations by virtue of any casualty, any
labor unrest or any injunction or other prohibition imposed by any Governmental Authority, or otherwise, for any period of 30
consecutive days and the same has had, or could reasonably be expected to have, a Material Adverse Effect (after taking into account
any business interruption insurance proceeds received by the Loan Parties and their Subsidiaries in connection therewith); or


 


(l)Change
of Control. There occurs any Change of Control.


 


8.02.Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, Administrative Agent may, and at the direction of
the Required Lenders shall, take any or all of the following actions: (a) declare the commitment of each Lender to make Loans
to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by Borrower; and (c) exercise on behalf of itself and the Lenders all rights and remedies available
to it and the Lenders under the Loan Documents or applicable Law; provided, however, that upon the occurrence of
Event of Default under clause (f) above, the obligation of each Lender to make Loans shall automatically terminate and the unpaid
principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable,
in each case without further act of Administrative Agent or any Lender.


 


8.03.Application
of Funds.


 


(a)After
the exercise of any remedy provided for in Section 8.02 (or after the Loans have automatically become immediately due and
payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject
to the provisions of Sections 2.15 and 2.16, be applied by Administrative Agent in the following order:


 


First,
to all fees, indemnities, expenses and other amounts (including all Extraordinary Expenses and all reasonable and documented fees,
charges and disbursements of counsel to Administrative Agent otherwise required to be paid hereunder and amounts payable under
Article III) due to Administrative Agent in its capacity as such, until paid in full;


 


Second,
to that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, fees and
other Obligations expressly described in clauses Third and Fourth below) payable to the Lenders (including reasonable
and documented fees, charges and disbursements of counsel to the respective Lenders otherwise required to be paid hereunder and
amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause
Second payable to them until paid in full;


 


Third,
to (i) that portion of the Obligations constituting accrued and unpaid interest on the principal of the Loans ratably among the
Lenders in proportion to the respective amounts described in this clause Third payable to them until paid in full;


 






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Fourth,
to all other Obligations of Borrower owing under or in respect of the Loan Documents that are due and payable to Administrative
Agent and the other Lender Parties, or any of them, on such date (provided that funds from, and proceeds of Collateral owned by,
any Person directly or indirectly liable for a Swap Obligation and that was not an “eligible contract participant”
as defined in the Commodity Exchange Act at the time such Swap Obligation was incurred may not be used to satisfy such Swap Obligation),
ratably based on the respective aggregate amounts of all such Obligations owing to Administrative Agent and the other Lender Parties
on such date until paid in full; and


 


Last,
the balance, if any, after Payment in Full of the Obligations, to Borrower or as otherwise required by Law.


 


(b)The
allocations set forth in this Section are solely to determine the rights and priorities of Administrative Agent and Lender Parties
as among themselves, and may be changed by agreement among them without the consent of Borrower. This Section is not for the benefit
of or enforceable by any Loan Party.


 


(c)For
purposes of Section 8.03(a), “paid in full” of a type of Obligation means payment in cash or immediately available
funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any insolvency
proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would
be or is allowed or disallowed in whole or in part in any proceeding under Debtor Relief Laws but excluding contingent obligations
for which no claim has been asserted.


 


8.04.Equity
Cure Right. In the event Borrower fails to comply with the financial covenants set forth in Section 7.11, subject to
the terms and conditions hereof, the Borrower shall have the right (the “Cure Right”) from the last
day of the applicable Fiscal Quarter until the expiration of the 10th Business Day subsequent to the date the applicable financial
statements are required to be delivered to Administrative Agent with respect thereto, to issue Permitted Cure Securities for cash
or otherwise receive, as additional paid in capital, cash contributions from its equity holders, in either case in an aggregate
amount equal to, but not greater than, the amount necessary to cure the relevant financial covenant (hereinafter, the “Cure
Amount”), and upon the receipt by the Borrower of the cash proceeds thereof, the financial covenants shall then
be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased for the applicable
Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters (the “Cure Period”), solely
for the purpose of measuring compliance with the financial covenants and not for any other purpose under this Agreement, by an
amount equal to the Cure Amount paid over to Administrative Agent for application to the Loans in accordance with Section 2.06(b)
hereof; (b) the mandatory prepayment of the Loans made with respect to such Cure Amount pursuant to Section 2.06(b)(iv)
shall not serve as a reduction to (i) Excess Cash Flow or (ii) Indebtedness for purposes of calculating the Consolidated Total
Net Leverage Ratio for the applicable Fiscal Quarter or any of the next three (3) Fiscal Quarters; and (c) if, after giving effect
to the foregoing recalculations, Borrower shall then be in compliance with the requirements of all financial covenants, Borrower
shall be deemed to have been in compliance with such financial covenants 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, Default or Event of Default
of such financial covenants that had occurred shall be deemed not to have occurred for this purpose of the Agreement. In the event
that (i) no Default or Event of Default exists other than that arising due to failure of the Loan Parties to comply with the financial
covenants set forth in Section 7.11, and (ii) Holdings shall have delivered to Administrative Agent an irrevocable written
notice of its intention to cause the Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days
prior to, and no later than the 5th day subsequent to, the date the applicable financial statements are required to be delivered
hereunder), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be
in compliance with the financial covenants as of the relevant date of determination, then from and following receipt by Administrative
Agent of any such notice and until the date that is the earlier of (x) the 10th Business Day subsequent to the date the applicable
financial statements are required to be delivered and (y) the date, if any, on which any Loan Party notifies Administrative Agent
in writing that such Cure Right shall not be exercised, then neither Administrative Agent nor any Lender shall exercise any remedies
set forth in Section 8.02 hereof during such period; provided that so long as any Default or Event of Default shall
be in existence due to failure of the Loan Parties to comply with the financial covenants set forth in Section 7.11, none
of Administrative Agent, nor any Lender shall be required to advance any Loans. Notwithstanding anything herein to the contrary,
in no event shall the Borrower be permitted to exercise the Cure Right hereunder (x) more than 5 times in the aggregate during
the term of this Agreement or (y) more than 2 times in any 4 consecutive Fiscal Quarters. Notwithstanding the foregoing or anything
else herein to the contrary, if following the receipt of the Cure Amount, a Trigger Event or an Additional Trigger Event (each
as defined in the Holdings Preferred Equity Documents (as in effect on the Closing Date or as amended to the extent expressly
consented to by the Administrative Agent)) occurs during the Cure Period (and such Trigger Event or Additional Trigger Event is
not waived by the holders of the Holdings Preferred Equity), then the Cure Amount shall cease to increase Consolidated EBITDA
for the Cure Period.


 






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ARTICLE
IX

ADMINISTRATIVE
AGENT


 


9.01.Appointment
and Authority; Limitations on Lenders. Each of the Lenders hereby irrevocably appoints Babson Capital to act on its behalf
as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with
such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative
Agent and the Lenders, except for Borrower’s right to be consulted as expressly permitted in Section 9.06 and no
Loan Party shall have rights as a third party beneficiary of any of such provisions (although each Loan Party shall be bound by
such provisions). Administrative Agent shall be authorized to determine whether any conditions to funding any Loan have been satisfied.
Actions taken by Administrative Agent hereunder, under the other Loan Documents or upon the instructions of Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall
be necessary), shall be binding upon each Lender.


 


Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against Borrower or any Loan Party shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit
(a) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity
as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance
with Section 10.08 (subject to the terms of Section 2.13), or (c) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to Borrower under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the
other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to Administrative Agent pursuant
to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso
and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies
available to it and as authorized by the Required Lenders.


 






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9.02.Rights
as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Loan Parties or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and
without any duty to account therefor to the Lenders.


 


9.03.Exculpatory
Provisions. Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the
other Loan Documents. Without limiting the generality of the foregoing, Administrative Agent:


 


(a)shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and
is continuing;


 


(b)shall
not have any duty to take any discretionary action or exercise any discretionary powers, and shall not be required to take any
action that, in its opinion may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable
law; and


 


(c)shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained
by Administrative Agent or any of its Affiliates in any capacity.


 


Administrative
Agent shall not be liable for any action taken (including any apportionment or distribution of payments) or not taken by it (i)
with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary,
or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections
10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. Administrative Agent shall
be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or
Event of Default is given to Administrative Agent by Borrower or a Lender. Administrative Agent shall have no obligation to take
any action if it believes, in good faith, that such action would violate applicable Law or expose Administrative Agent to any
liability for which it has not received satisfactory indemnification in accordance with the provisions of this Agreement.


 


Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event
of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to Administrative Agent.


 






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9.04.Reliance
by Administrative Agent. Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, Administrative
Agent may presume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to
the contrary from such Lender prior to the making of such Loan. Administrative Agent may consult with legal counsel (who may be
counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


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


 


9.06.Resignation
of Administrative Agent. Administrative Agent may at any time give notice of its resignation to the Lenders, and Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint
a successor, which shall be a Lender or a bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent
may on behalf of the Lenders, in consultation with Borrower, appoint a successor Administrative Agent meeting the qualifications
set forth above; provided that if Administrative Agent shall notify Borrower and the Lenders that no qualifying Person
has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1)
the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents
(except that in the case of any Collateral held by Administrative Agent on behalf of the Lenders under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such Collateral (although shall have no duties with respect thereto)
until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided
to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 






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9.07.Non-Reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


9.08.No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners or Arrangers or Agents (other
than Administrative Agent) listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement
or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent or a Lender hereunder.


 


9.09.Administrative
Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief Law or any
other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent
shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and Administrative
Agent) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent
and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents
and counsel, and any other amounts due Administrative Agent under Section 2.09.


 


Nothing
contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender
to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


The
Loan Parties and the Lender Parties hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required
Lenders, to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any
portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363
of the Bankruptcy Code or any similar Laws in any other jurisdictions to which a Loan Party is subject, or (b) credit bid and
in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at
any other sale or foreclosure conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial
action or otherwise) in accordance with applicable Law. In connection with any such credit bid and purchase, the Obligations owed
to the Lender Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent
or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability
of Administrative Agent to credit bid and purchase at such sale or other disposition of the Collateral and, if such claims cannot
be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded,
not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lender
Parties whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations
credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity
Interests of the acquisition vehicle or vehicles that are used to consummate such purchase). Except as provided above and otherwise
expressly provided for herein or in the other Security Instruments, Administrative Agent will not execute and deliver a release
of any Lien on any Collateral. Upon request by Administrative Agent or Borrower at any time, the Lender Parties will confirm in
writing Administrative Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to
this Section 9.09.


 






    	 	-88-	 



     

    

 


9.10.Collateral
Matters. The Lender Parties irrevocably authorize Administrative Agent, at its option and in its discretion, (a) to release
any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) that is Disposed or to be Disposed as
part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section
10.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property
granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted
hereunder (other than under Section 7.01(u)); and (c) to release any Subsidiary from its obligations under the Loan Documents
(and all Liens granted by such Subsidiary) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.
Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority
to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations
under the Loan Documents pursuant to this Section 9.10.


 


9.11.Other
Collateral Matters.


 


(a)Care
of Collateral. Administrative Agent shall have no obligation to assure that any Collateral exists or is owned by a Loan Party,
or is cared for, protected or insured, nor to assure that Administrative Agent’s Liens have been properly created, perfected
or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.


 


(b)Lenders
as Agent For Perfection by Possession or Control. Administrative Agent and Lender Parties appoint each Lender as agent (for
the benefit of Lender Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the
extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall
notify Administrative Agent thereof and, promptly upon Administrative Agent’s request, deliver such Collateral to Administrative
Agent or otherwise deal with it in accordance with Administrative Agent’s instructions.


 


9.12.Right
to Perform, Preserve and Protect. If any Loan Party fails to perform any obligation hereunder
or under any other Loan Document, Administrative Agent itself may, but shall not be obligated to, cause such obligation to be
performed at the Loan Parties’ expense. Administrative Agent is further authorized by the Loan Parties and the Lender Parties
to, upon the occurrence and during the continuance of an Event of Default, make expenditures from time to time which Administrative
Agent, in its reasonable business judgment, deems necessary or desirable to (i) preserve or protect the business conducted by
Loan Parties, the Collateral, or any portion thereof and/or (ii) enhance the likelihood of, or maximize the amount of, repayment
of the Loans and other Obligations. Each Loan Party hereby agrees to reimburse Administrative Agent on demand for any and all
costs, liabilities and obligations incurred by Administrative Agent pursuant to this Section 9.12. Each Lender hereby agrees
to indemnify Administrative Agent upon demand for any and all costs, liabilities and obligations incurred by Administrative Agent
pursuant to this Section 9.12, in accordance with the provisions of Section 10.04.


 






    	 	-89-	 



     

    

 


9.13.[Reserved].


 


9.14.Designation
of Additional Agents. The Administrative Agent, subject to the consent of the Borrower (not to be unreasonably withheld),
shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders
(and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book runners,”
“lead arrangers,” “arrangers” or other designations for purposes hereto, but such designation shall have
no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a
result thereof.


 


9.15.Authorization
to Enter into Intercreditor Agreement. Each Lender hereby irrevocably appoints, designates and authorizes Administrative Agent
to enter into the Intercreditor Agreement on its behalf and to take such action on its behalf under the provisions of any such
agreement. Each Lender further agrees to be bound by the terms and conditions of the Intercreditor Agreement.


 


ARTICLE
X

MISCELLANEOUS


 


10.01.Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure
by Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Borrower
or the applicable Loan Party, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:


 


(a)extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the
written consent of such Lender;


 


(b)postpone
any date fixed by this Agreement or any other Loan Document for any payment (but excluding the delay or waiver of any mandatory
prepayment, other than any mandatory prepayment in respect of Excess Cash Flow (including any definitions directly affecting the
same)) of principal, interest, fees or other amounts due to the Lenders (or any of them), including the Term Loan Maturity Date,
or any scheduled reduction of the Commitments hereunder or under any other Loan Document, in each case without the written consent
of each Lender directly affected thereby;


 


(c)reduce
the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this
Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent
of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall
be necessary (i) to amend the definition of “Default Rate” (so long as such amendment does not result in the Default
Rate being lower than the interest rate then applicable to Base Rate Loans or Eurodollar Rate Loans, as applicable) or to waive
any obligation of Borrower to pay interest at the Default Rate or (ii) to amend or waive compliance with any financial covenant
hereunder (or any defined term used therein);


 


(d)change
the provisions requiring pro rata payments to the Lenders set forth herein (including Section 2.13) without the written
consent of each Lender directly and adversely affected thereby;


 


(e)change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender;


 






    	 	-90-	 



     

    

 


(f)release
Borrower or all or substantially all of the Guarantors from this Agreement or release any material Security Instrument to which
any such Person is a party without the written consent of each Lender, except to the extent such Person is the subject of a Disposition
permitted by Section 7.05 (in which case such release may be made by Administrative Agent acting alone); or


 


(g)release
all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and
releases of Collateral permitted or required hereunder (including pursuant to Section 7.05) or as provided in the other
Loan Documents (in which case such release may be made by Administrative Agent acting alone);


 


and,
provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by Administrative
Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any
other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed
only by the respective parties thereto.


 


If
any Lender does not consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or
release with respect to any Loan Document that requires the consent of each Lender or any class of Lenders and that has been approved
by the Required Lenders, Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided
that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section
(together with all other such assignments required by Borrower to be made pursuant to this paragraph).


 


No
Loan Party will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest,
fee or otherwise, to any Lender or its Affiliates (in their capacities as such) as consideration for the agreement by such Lender
to any amendment, waiver, consent or release with respect to any Loan Document, unless such remuneration or value is concurrently
offered, on the same terms, on a ratable basis to all Lenders providing their agreement. Notwithstanding the terms of this Agreement
or any amendment, waiver, consent or release with respect to any Loan Document, Non-Consenting Lenders shall not be entitled to
receive any fees or other compensation paid to the Lenders in connection with any amendment, waiver, consent or release approved
in accordance with the terms of this Agreement by the Required Lenders.


 


In
addition, notwithstanding the foregoing, this Agreement, including this Section 10.01, and the other Loan Documents may
be amended (or amended and restated) by the Administrative Agent and the Borrower in connection with an Increase (a) 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 (including the rights of the Lenders to share ratably in prepayments following any such
increase to the Term Loan Facility or the provision of any incremental term loan), the Security Agreement and the other Loan Documents
with the Loans and the accrued interest and fees in respect thereof, (b) to include appropriately the Lenders holding such credit
facility in any determination of the Required Lenders and (c) to amend other provision of the Loan Documents so that such increase
to the Term Loan Facility or the provision of any Increase are appropriately incorporated herein (including this Section 10.01).


 


In
addition, notwithstanding anything to the contrary contained in Section 10.01, if the Administrative Agent and the Borrower
shall have jointly identified an obvious error or any error, defect or omission of a technical or immaterial nature, in each case,
in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision
and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the
same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.


 






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10.02.Notices;
Effectiveness; Electronic Communication.


 


(a)Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone or in the case
of notices otherwise expressly provided herein (and except as provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by telecopier or email (including as a .pdf file) as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


if
to a Loan Party or Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified
for such Person below, as changed pursuant to subsection (d) below:


 


	 	(i)	If
    to Administrative Agent:	Babson
                                         Capital Finance LLC

                                                         c/o
                                         Babson Capital Management LLC

                                                         30
                                         South Wacker Drive, Suite 3920

                                                         Chicago,
                                         IL 60606

                                                         Attention:
                                         Patrick M. Hartman

        Facsimile
        No.: (312) 930-7619

        Telephone
        No.: (312) 257-9461

        Email:
        pmhartman@babsoncapital.com

	 	 	 	 
	 		With
    a copy to:	Jones
                                         Day

                                                         77
                                         West Wacker Drive

                                                         Chicago,
                                         Illinois 60601

                                                         Attention:
                                         Matthew D. O’Meara, Esq.

                                                         Facsimile
                                         No.: (312) 782-8585

                                                         Telephone
                                         No. (312) 269-4209

                                                         Email:
                                         momeara@jonesday.com

	 	 	 	 
	 	(ii)	If
    to a Loan Party:	FTS
                                         Holding Corporation

                                                         1000
                                         Continental Drive

                                                         Suite
                                         300

                                                         King
                                         of Prussia, Pennsylvania 19406

                                                         Attention:
                                         Charles Bernicker

                                                         Facsimile
                                         No.: (484) 581-2201

                                                         Telephone
                                         No.: (877) 828-0720

                                                         Email:
                                         cbernicker@cardconnect.com




 






    	 	-92-	 



     

    

 


	 	 	With a copy to:	Kirkland
        & Ellis LLP

                                                         555
California Street

        San
        Francisco, CA 94104

        Attention:
Francesco Penati

        Telephone
No.: (415) 439-1924

        Email:
francesco.penati@kirkland.com

        

	 	 	 	 
	 	 	 	And
	 	 	 	 
	 	 		Ledgewood
        PC

                                                         Two
Commerce Square, Suite 3400

        2001
Market Street

        Philadelphia,
        PA 19103

        Attention:
J. Baur Whittlesey

        Telephone
No.: (215) 731-9450

        Email:
        JWhittlesey@ledgewood.com



 


if
to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative
Questionnaire, as changed pursuant to subsection (d) below (including, as appropriate, notices delivered solely to the Person
designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material
non-public information relating to Loan Parties).


 


Notices
sent by hand or overnight courier service or by certified or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent (except that, if not sent during normal business hours
for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided
in such subsection (b).


 


(b)Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. Administrative Agent or Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 


Unless
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed to have
been given when sent; provided that if such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business
Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed given to the
intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor.


 






    	 	-93-	 



     

    

 


(c)The
Platform. Each Loan Party hereby acknowledges that Administrative Agent and/or the Arranger will make available to the Lenders
materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”)
by posting Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”).
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT
THE ACCURACY OR COMPLETENESS OF BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
IN OR OMISSIONS FROM 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 BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to 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 Borrower’s or Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to Borrower, any Lender, or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(d)Change
of Address, Etc. Each of Borrower and Administrative Agent, may change its address, telecopier number, electronic mail address
or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may
change its address, telecopier number, electronic mail address or telephone number for notices and other communications hereunder
by notice to Borrower and Administrative Agent. In addition, each Lender agrees to notify Administrative Agent from time to time
to ensure that Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number
and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender.


 


(e)Reliance
by Administrative Agent and Lenders. Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices) purportedly given by or on behalf of Borrower even if (i) such notices were not
made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify Administrative
Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the
reasonable reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and
other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto
hereby consents to such recording.


 


10.03.No
Waiver; Cumulative Remedies. No failure by any Lender, or Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder 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.


 






    	 	-94-	 



     

    

 


10.04.Expenses;
Indemnity; Damage Waiver.


 


(a)Costs
and Expenses. Borrower shall pay all reasonable and documented out-of-pocket expenses (including any Extraordinary Expenses)
incurred by Administrative Agent and its Affiliates (whether incurred prior to or during any workout, restructuring or negotiations
in respect of the Obligations), (i) in connection with this Agreement and the other Loan Documents, including without limitation
the reasonable fees, charges and disbursements of one law firm providing counsel for Administrative Agent and (ii) in connection
with (A) the syndication and administration of the credit facilities provided for herein, (B) the preparation, negotiation, administration,
management, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers
of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), or (C) the enforcement
or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect,
or enforce the Collateral. Borrower shall pay all reasonable and documented out-of-pocket expenses incurred by the Lender Parties
who are not Administrative Agent or any Affiliate of the Administrative Agent, after the occurrence and during the continuance
of an Event of Default; provided, that, such Lender Parties shall be entitled to reimbursement for no more than
one law firm providing counsel representing all such Lender Parties (absent a conflict of interest in which case the Lender Parties
may engage and be reimbursed for an additional law firm providing counsel for all similarly situated persons) and local or specialty
law firm providing counsel, as needed (the foregoing, collectively being referred to as “Lender Party Expenses”).


 


(b)Indemnification
by Loan Parties. Each Loan Party shall indemnify Administrative Agent (and any sub-agent thereof), each other Lender Party
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold harmless each Indemnitee from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (limited as set forth in the proviso
to clause (a) above)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any
other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of Administrative
Agent (and any sub-agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other
Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental
Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Lender Party
to, a Controlled Account Bank or other Person which has entered into a control agreement with any Lender Party hereunder or (v)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory, whether brought by a third party, the Sponsor or any of its Affiliates or by Borrower or any other Loan
Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct
of such Indemnitee or (y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for a material
breach of such Indemnitee’s obligations hereunder or under any other Loan Document by such Indemnitee, if Borrower or such
other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.


 






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(c)Reimbursement
by Lenders. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection
(a) or (b) of this Section to be paid by them, or (ii) any liabilities, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative
Agent or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken
or omitted to be taken by Administrative Agent or a Related Party in connection therewith, then, in each case, each Lender severally
agrees to pay to Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable
Percentage of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), or against
any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent); and provided, further,
that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Administrative Agent or Related Party. The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


(d)Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party shall assert, and each party hereby
waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the
use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Loan Parties’ indemnity
or reimbursement obligations under this Section 10.04 to the extent such special, indirect, consequential or punitive damages
are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee
referred to in subsection (b) above 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 Loan Documents or the transactions contemplated hereby or thereby.


 


(e)Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


(f)Survival.
The agreements in this Section shall survive the resignation of Administrative Agent, the replacement of any Lender and the occurrence
of the Facility Termination Date.


 


10.05.Marshalling;
Payments Set Aside. None of Administrative Agent or Lenders shall be under any obligation to marshal any assets in favor of
any Loan Party or against any Obligations. To the extent that any payment by or on behalf of any Loan Party is made to a Lender
Party, or a Lender Party 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 Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with
any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made
or such setoff had not occurred, and (b) each Lender severally agrees to pay to Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time
in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the occurrence of the
Facility Termination Date.


 






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10.06.Successors
and Assigns.


 


(a)Successors
and Assigns Generally. 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 no Loan Party may assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except (i) to any Person in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section,
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated
hereby, the Related Parties of each of the Lender Parties) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


 


(b)Assignments
by Lenders. 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 Commitment(s) and the Loans at the time owing to it); provided that any
such assignment shall be subject to the following conditions:


 


(i)Minimum
Amounts.


 


(A)in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the
Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund, no minimum amount need be assigned; and


 


(B)in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Term Loan Facility or
any Increase, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower
otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee
(or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether
such minimum amount has been met.


 


(ii)Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)the
consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and


 






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(B)the
consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in
respect of (i) any Term Loan Commitment if such assignment is to a Person that is not a Lender with a Commitment or Loan in respect
of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan
to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.


 


(iii)Assignment
and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500 and any tax forms required to be delivered pursuant to
Section 3.01(e); provided, however, that Administrative Agent may, in its sole discretion, elect to waive
such processing and recordation fee in the case of any assignment and provided, further, that such fee shall not be payable in
connection with an assignment to an Affiliate of a Lender or an Approved Fund. The assignee, if it is not a Lender, shall deliver
to Administrative Agent an Administrative Questionnaire.


 


(iv)No
Assignment to Certain Persons. No such assignment shall be made to (A) Sponsor or any Affiliate of Sponsor, Borrower or any
of Borrower’s Affiliates or Subsidiaries or (B) a natural person (or a holding company, investment vehicle or trust for,
or owned and operated for the primary benefit of a natural Person).


 


Subject
to acceptance and recording thereof by Administrative Agent in the Register pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to
be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a
Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 10.06(d); provided that an assignment or transfer not in compliance
with Section 10.06(b)(iv) shall be void and of no force or effect.


 


(c)Register.
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Borrower (in such capacity, subject to Section
10.17), shall maintain at Administrative Agent’s Office in the U.S. a copy of each Assignment and Assumption delivered
to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts
and stated interest of the Loans and Obligations 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 Borrower, Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower at any reasonable
time and from time to time upon reasonable prior notice. The Register is intended to cause each Loan and other obligation hereunder
to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and within the meaning
of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.


 






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(d)Participations.
Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any
Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of a natural Person) or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loans
owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower,
Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso
to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that
each Participant shall be entitled to the benefits of and subject to the obligations of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b)
of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were
a Lender. Each Lender granting a participation shall as a non-fiduciary agent of the Borrower maintain in the U.S. a register
(“Participation Register”) with respect to the ownership and transfer of each participation containing
the information set forth in the Register described in Section 10.06(c). No transfer of a participation shall be effective
unless recorded in such Participation Register. Each Participation Register shall be available for inspection by the Borrower
during normal business hours upon prior reasonable notice to the applicable Lender maintaining the Participant Register to the
extent required to cause the Obligations to be in “registered form” within the meaning of Sections 163(f), 871(h)(2)
and 881(c)(2) of the Code and Treasury Regulation Sections 5f.103-1 and 1.871-14(c). For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participation Register.


 


(e)Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. A Participant shall not be entitled to the benefits of Section 3.01 unless Borrower
is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply
with Section 3.01(e) as though it were a Lender.


 


(f)Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(g)Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act.


 






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10.07.Treatment
of Certain Information; Confidentiality. Each of the Lender Parties agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, trustees, officers, employees, agents, advisors and representatives (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process (in which case such Lender Party agrees to use commercially reasonable
efforts (to the extent permitted by law and practical to do so) to notify the Borrower promptly thereof), (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to a written
agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or
any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations, (g) with the consent
of Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section
or (y) becomes available to the Lender Parties or any of their respective Affiliates on a nonconfidential basis from a source
other than the Loan Parties other than as a result of a breach of any duty of confidentiality.


 


For
purposes of this Section, “Information” means all information received from Sponsor, any Loan Party
or any Subsidiary relating to a Loan Party or any Subsidiary or any of their respective businesses, other than any such information
that is available to any Lender Party on a nonconfidential basis prior to disclosure by a Loan Party or any Subsidiary, provided
that, in the case of information received from Sponsor, a Loan Party or any Subsidiary after the date hereof, any information
not marked “PUBLIC” at the time of delivery will be deemed to be confidential; provided, that any information
marked “PUBLIC” may also be marked “Confidential”. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


Each
of the Lender Parties acknowledges that (a) the Information may include material non-public information concerning a Loan Party
or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information
and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities
Laws.


 


Each
of the Loan Parties hereby authorizes Administrative Agent to publish the name and logo of any Loan Party and the amount of the
credit facility provided hereunder in any “tombstone” or comparable advertisement which Administrative Agent elects
to publish. Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary
for inclusion in league table measurements.


 


Information
may be disclosed to rating agencies if requested or required by such agencies in connection with a rating or credit estimate relating
to the Loans or Commitments hereunder to a Person that is an investor or prospective investor in a Securitization (as defined
below) that agrees that its access to information regarding the Borrower and the Loans and Commitments is solely for purposes
of evaluating an investment in such Securitization and who agrees to treat such information as confidential; or to a Person that
is a trustee, collateral agent, collateral manager, servicer, noteholder, equityholder or secured party in a Securitization in
connection with the administration, servicing and evaluation of, and reporting on, the assets serving as collateral for such Securitization.


 






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“Securitization”
means an existing or proposed public or private offering of securities by, or other financing facility involving, a Lender or
any of its Affiliates or their respective successors and assigns, which represent an interest in, or which are collateralized,
in whole or in part, by the Loans or the Commitments.


 


10.08.Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates
is hereby authorized at any time and from time to time, only after obtaining the prior written consent of Administrative Agent,
to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) (other than trust accounts,
withholding accounts, fiduciary accounts and payroll accounts so long as, with respect to payroll accounts, the amount on deposit
therein is not in excess of the amounts necessary for purposes of funding current payroll liabilities and amounts necessary to
meet minimum balance requirements applicable to such account) at any time owing by such Lender or any such Affiliate to or for
the credit or the account of any Loan Party against any and all of the obligations of Borrower now or hereafter existing under
this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are
owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.
The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify Borrower and Administrative
Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 


10.09.Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower.
In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


10.10.Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Subject to Section
4.01, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement and each other Loan Document by telecopy or other electronic
means shall be effective as delivery of a manually executed counterpart of this Agreement.


 






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10.11.Survival.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations
and warranties have been or will be relied upon by the Lender Parties, regardless of any investigation made by any Lender Party
or on their behalf and notwithstanding that any Lender Party may have had notice or knowledge of any Default or Event of Default
at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder
shall remain unpaid or unsatisfied.


 


Further,
the provisions of Sections 3.01, 3.04 and 3.05 and Article X shall survive and remain in full force
and effect regardless of the repayment of the Obligations, the expiration or termination of the Commitments or the termination
of this Agreement or any provision hereof. In connection with the termination of this Agreement and the release and termination
of the security interests in the Collateral, Administrative Agent may require such indemnities and collateral security as it shall
reasonably deem necessary to protect the Lender Parties against loss on account of credits previously applied to the Obligations
that may subsequently be reversed or revoked.


 


10.12.Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


10.13.Replacement
of Lenders. If any Lender requests compensation under Section 3.04, if Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender fails to approve
any amendment, waiver or consent requested by Borrower pursuant to Section 10.01 that has received the written approval of not
less than the Required Lenders but also requires the approval of such Lender, then in each such case Borrower may, at its sole
expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section
3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case
of all other amounts);


 


(b)in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(c)in
the case of any such assignment resulting from the refusal of a Lender to approve a requested amendment, waiver or consent, the
Person to whom such assignment is being made has agreed to approve such requested amendment, waiver or consent; and


 


(d)such
assignment does not conflict with applicable Laws.


 






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A
Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender
or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.


 


10.14.Governing
Law; Jurisdiction; Etc.


 


(a)GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)SUBMISSION
TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE
AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)WAIVER
OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.


 


(d)SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.


 


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


 






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10.16.USA
PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record
information that identifies Borrower, which information includes the name and address of Borrower and other information that will
allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the Act.


 


10.17.No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges
and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this
Agreement provided by the Lender Parties are arm’s-length commercial transactions between each Loan Party, on the one hand,
and the Lender Parties, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Lender Party is and
has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not,
and will not be acting as an advisor, agent or fiduciary for any Loan Party or any of its Affiliates or any other Person and (B)
no Lender Party has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents, (iii) the Lender Parties may be engaged in
a board range of transactions that involve interests that differ from those of the Loan Parties and their Affiliates, and no Lender
Party has any obligation to disclose any of such interests to any Loan Party or its Affiliates and (iv) the Lender Parties have
not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated
hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. To the fullest extent
permitted by law, each Loan Party hereby waives and releases any claims that it may have against any Lender Party with respect
to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


10.18.Attachments.
Any exhibits, schedules and annexes attached to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein; except, that, in the event of any conflict between any of the provisions of such exhibits
and the provisions of this Agreement, the provisions of this Agreement shall prevail.


 


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


 






    	 	-104-	 



     

    

 


(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 Loan Document; or


 


(iii)the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


ARTICLE
XI

CONTINUING
GUARANTEE


 


11.01.Guarantee.


 


(a)Holdings
and each Subsidiary Guarantor hereby absolutely and unconditionally guarantees, as a guarantee of payment and performance and
not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration,
demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums,
fees, indemnities, damages, costs, expenses or otherwise, of Borrower to the Lender Parties, arising hereunder or under any other
Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’
fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof, subject to the limitations
set forth in Section 10.04(a) hereof). Administrative Agent’s books and records showing the amount of the Obligations
shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings and each Subsidiary Guarantor,
and conclusive for the purpose of establishing the amount of the Obligations, subject to manifest error. This Guarantee shall
not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing
any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor,
or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of Holdings
or any Subsidiary Guarantor under this Guarantee (other than defense of payment), and Holdings and each Subsidiary Guarantor hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other
than defense of payment).


 


(b)Each
Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty
in respect of Swap Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.01(b)
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.01(b),
or otherwise hereunder, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.01(b) shall remain in full force
and effect until Payment in Full of the Obligations. Each Qualified ECP Guarantor intends that this Section 11.01(b) constitute,
and this Section 11.01(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






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11.02.Rights
of Lenders. Holdings and each Subsidiary Guarantor consents and agrees that the Lender Parties may, at any time and from time
to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof and subject only
to the terms of this Agreement: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment
or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell,
or otherwise dispose of any security for the payment of this Guarantee or any Obligations; (c) apply such security and direct
the order or manner of sale thereof as Administrative Agent, and the Lenders in their sole discretion may determine in accordance
with the terms of the Loan Documents; and (d) release or substitute one or more of any endorsers or other guarantors of any of
the Obligations. Without limiting the generality of the foregoing, Holdings and each Subsidiary Guarantor consents to the taking
of, or failure to take, any action which might in any manner or to any extent vary the risks of Holdings or any Subsidiary Guarantor
under this Guarantee or which, but for this provision, might operate as a discharge of Holdings or any Subsidiary Guarantor.


 


11.03.Certain
Waivers.


 


(a)Holdings
and each Subsidiary Guarantor waives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability
or other defense of Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission
of any Lender Party) of the liability of Borrower; (ii) any defense based on any claim that Holdings’ or any Subsidiary
Guarantor’s obligations exceed or are more burdensome than those of Borrower; (iii) the benefit of any statute of limitations
affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (iv) any right to require any Lender Party
to proceed against Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power
of any Lender Party whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by any Lender
Party; and (vi) to the fullest extent permitted by law, any and all other defenses (other than a defense of Payment in Full) or
benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties.
Holdings and each Subsidiary Guarantor expressly waives, to the fullest extent permitted by law, all setoffs and counterclaims
and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest,
notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all
notices of acceptance of this Guarantee or of the existence, creation or incurrence of new or additional Obligations, except as
otherwise expressly set forth in this Agreement.


 


(b)Holdings
and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, irrespective of (i) the genuineness,
validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document,
or any other document, instrument or agreement to which Borrower or other Loan Party is or may become a party or be bound; (ii)
the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent
or indulgence of any kind by Administrative Agent or any Lender with respect thereto; (iii) the existence, value or condition
of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Obligations or any action, or
the absence of any action, by Administrative Agent or any Lender in respect thereof (including the release of any security or
guarantee); (iv) the insolvency of Borrower or any other Loan Party; (v) any election by Administrative Agent or any Lender in
proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any borrowing or grant
of a Lien by Borrower or other Loan Party, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (vii)
the disallowance of any claims of Administrative Agent or any Lender against Borrower for the repayment of any Obligations under
Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that might otherwise constitute a
legal or equitable discharge or defense of a surety or guarantor, except defense of payment.


 






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(c)Holdings
and each Subsidiary Guarantor expressly waives, to the fullest extent permitted by law, all rights that it may have now or in
the future under any statute, at common law, in equity or otherwise, to compel Administrative Agent or Lenders to marshal assets
or to proceed against Borrower, or any other Person or security for the payment or performance of any Obligations before, or as
a condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to the
fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense
of payment. It is agreed among Holdings and each Subsidiary Guarantor, Administrative Agent and Lenders that the provisions of
this Article XI are essential to the transaction contemplated by the Loan Documents and that, but for such provisions,
Administrative Agent and Lenders would decline to make Loans. Holdings and each Subsidiary Guarantor acknowledges that its guarantee
pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.


 


(d)Administrative
Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon
Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Article
XI. If, in taking any action in connection with the exercise of any rights or remedies, Administrative Agent or any Lender
shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Loan Party or other
Person, whether because of any applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each
Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the action may result in loss of any
rights of subrogation that Holdings or any Subsidiary Guarantor might otherwise have had. Any election of remedies that results
in denial or impairment of the right of Administrative Agent or any Lender to seek a deficiency judgment against Borrower shall
not impair Holdings’ and each Subsidiary Guarantor’s obligation to pay the full amount of the Obligations.


 


11.04.Obligations
Independent. The obligations of Holdings and each Subsidiary Guarantor hereunder are those of primary obligor, and not merely
as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought
against Holdings and each Subsidiary Guarantor to enforce this Guarantee whether or not Borrower or any other person or entity
is joined as a party.


 


11.05.Subrogation.
Neither Holdings, nor Borrower nor any Subsidiary Guarantor shall exercise any right of subrogation, contribution, indemnity,
reimbursement or similar rights with respect to any payments it makes under this Guarantee until the Facility Termination Date.
If any amounts are paid to Holdings or any Subsidiary Guarantor in violation of the foregoing limitation, then such amounts shall
be held in trust for the benefit of the Lender Parties and shall forthwith be paid to Administrative Agent to reduce the amount
of the Obligations, whether matured or unmatured.


 


11.06.Termination;
Reinstatement. This Guarantee is a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall
remain in full force and effect until the Facility Termination Date (or, as to any applicable Guarantor, until the sale or Disposition
of such Guarantor in a transaction permitted hereunder). Notwithstanding the foregoing, this Guarantee shall continue in full
force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower or Holdings or any Subsidiary Guarantor
is made, or any of the Lender Parties exercises its right of setoff, in respect of the Obligations 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 any of the Lender Parties in their discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment
had not been made or such setoff had not occurred and whether or not the Lender Parties are in possession of or have released
this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of Holdings and each
Subsidiary Guarantor under this paragraph shall survive termination of this Guarantee.


 






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11.07.Subordination.
Holdings and each Subsidiary Guarantor hereby subordinates the payment of all obligations and indebtedness of Borrower owing to
Holdings and each Subsidiary Guarantor, whether now existing or hereafter arising, including but not limited to any obligation
of Borrower to Holdings or any Subsidiary Guarantor as subrogee of the Lender Parties or resulting from Holdings’ or any
Subsidiary Guarantor’s performance under this Guarantee, to the indefeasible Payment in Full of all Obligations. If the
Required Lenders so request after the occurrence and during the continuance of any Event of Default, any such obligation or indebtedness
of Borrower to Holdings or any Subsidiary Guarantor shall be enforced and performance received by Holdings or any Subsidiary Guarantor
as trustee for the Lender Parties and the proceeds thereof shall be paid over to the Administrative Agent to be applied to the
Obligations, but without reducing or affecting in any manner the liability of Holdings or any Subsidiary Guarantor under this
Guarantee.


 


11.08.Stay
of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case
commenced by or against Holdings or any Subsidiary Guarantor under any Debtor Relief Laws, or otherwise, all such amounts shall
nonetheless be payable by Holdings and each Subsidiary Guarantor immediately upon demand by the Lender Parties.


 


11.09.Condition
of Borrower. Holdings and each Subsidiary Guarantor acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from Borrower and any other guarantor such information concerning the financial condition, business
and operations of Borrower and any such other guarantor as Holdings and each Subsidiary Guarantor requires, and that none of the
Lender Parties has any duty, and neither Holdings, nor Borrower, nor any Subsidiary Guarantor is relying on the Lender Parties
at any time, to disclose to Holdings or any Subsidiary Guarantor any information relating to the business, operations or financial
condition of Borrower or any other guarantor (Holdings and each Subsidiary Guarantor waiving any duty on the part of the Lender
Parties to disclose such information and any defense relating to the failure to provide the same).


 


11.10.Limitation
of Liability. Notwithstanding any provision of this Article XI to the contrary, it is intended that the provisions of this
Article XI not constitute a “Fraudulent Conveyance” (as defined below). Consequently, each Lender Party and Loan Party
agrees that if the provisions of this Article XI, or any Liens securing the obligations and liabilities arising pursuant to this
Article XI, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement and each such
Lien shall be valid and enforceable only to the maximum extent that would not cause such provisions or such Lien to constitute
a Fraudulent Conveyance, and such provisions shall automatically be deemed to have been amended accordingly at all relevant times.
For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance or fraudulent transfer under
Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent
conveyance or fraudulent transfer law or similar law of any Governmental Authority as in effect from time to time.


 


[Remainder
of page is intentionally left blank; signature pages follow.]


 




    	 	-108-	 



     

    

 


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


 


	 	BORROWER
	 	 
	 	FINTECH MERGER SUB, INC.
	 	 
	 	By:	/s/
    Daniel Cohen
	 	Name:	Daniel
    Cohen
	 	Title:	President


 


	 	HOLDINGS:
	 	 	 
	 	FINTECH ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Daniel Cohen
	 	Name:	Daniel
    Cohen
	 	Title:	Chief
    Executive Officer and President
	 	 	 
	 	SUBSIDIARY
    GUARANTORS:
	 	 	 
	 	CARDCONNECT, LLC
	 	 	 
	 	By:	/s/
    Jeffrey Shanahan
	 	Name:	Jeffrey
    Shanahan
	 	Title:	Chief
    Executive Officer and President
	 	 	 
	 	PRINCETON PAYMENT SOLUTIONS, LLC
	 	 	 
	 	By:	/s/
    Jeffrey Shanahan
	 	Name:	Jeffrey
    Shanahan
	 	Title:	Chief
    Executive Officer and President



 


Signature Page to Credit Agreement


 






    	 	-109-	 



     

    

 




	 	ADMINISTRATIVE
    AGENT:
	 	 	 
	 	BABSON CAPITAL FINANCE LLC as Administrative Agent
	 	 	 
	 	By:	/s/
    Mark Hindson
	 	Name:	Mark
    Hindson
	 	Title:	Managing
    Director


 


	 	LENDERS:
	 	 	 
	 	BABSON CAPITAL FINANCE, LLC as a Lender
	 	 	 
	 	By:	 Babson Capital Management LLC, as its Investment Manager
	 	 	 
	 	By:	/s/
    Mark Hindson
	 	Name:	Mark
    Hindson
	 	Title:	Managing
    Director


 


	 	C.M. LIFE INSURANCE COMPANY, as a Lender
	 	 	 
	 	By:	Babson
    Capital Management LLC, as its Investment Adviser
	 	 	 
	 	By:	/s/
    Mark Hindson
	 	Name:	Mark
    Hindson
	 	Title:	Managing
    Director


 


	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender
	 	 	 
	 	By:	Babson
    Capital Management LLC, as its Investment Adviser 
	 	 	 
	 	By:	/s/
    Mark Hindson
	 	Name:	Mark
    Hindson
	 	Title:	Managing
    Director


 





Signature Page to Credit Agreement




 


 


-110-