Exhibit 10.15


 


EXECUTION VERSION


 





 








 


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,


 


Bank
of america, n.A.

as Syndication
Agent


 


bmo
harris bank n.a.,

as Administrative
Agent, Swing Line Lender and an L/C Issuer


 


and


 


BMO
Capital Markets corp.,

and

Bank of america, n.A.

as Joint Lead Arrangers and Joint Bookrunners


 





 



 






     

     


    

 







TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE
    I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01.	Defined Terms	1
	1.02.	Other Interpretive
    Provisions	39
	1.03.	Accounting
    Terms	39
	1.04.	Uniform Commercial
    Code	40
	1.05.	Rounding	40
	1.06.	Limited Condition
    Acquisitions	40
	1.07.	Foreign Currency	40
	1.08.	Times of
    Day	40
	 	 	 
	ARTICLE
    II THE COMMITMENTS AND CREDIT EXTENSIONS	41
	 	 
	2.01.	Loan Commitments	41
	2.02.	Borrowings,
    Conversions and Continuations of Loans	41
	2.03.	Letters of
    Credit	42
	2.04.	Swing Line
    Loans	48
	2.05.	Repayment
    of Loans	50
	2.06.	Prepayments	51
	2.07.	Termination
    or Reduction of Commitments	54
	2.08.	Interest	54
	2.09.	Fees	55
	2.10.	Computation
    of Interest and Fees	56
	2.11.	Evidence
    of Debt	56
	2.12.	Payments
    Generally; Administrative Agent’s Clawback	56
	2.13.	Sharing of
    Payments by Lenders	58
	2.14.	Settlement
    Among Lenders	59
	2.15.	Cash Collateral	59
	2.16.	Defaulting
    Lenders	60
	2.17.	Increase
    in Revolving Credit Commitments or Term Loan Facility	62
	 	 	 
	ARTICLE
    III TAXES, YIELD PROTECTION AND ILLEGALITY	65
	 	 
	3.01.	Taxes	65
	3.02.	Illegality	69
	3.03.	Inability
    to Determine Rates	69
	3.04.	Increased
    Costs; Reserves on Eurodollar Rate Loans	70
	3.05.	Compensation
    for Losses	71
	3.06.	Mitigation
    Obligations	71
	3.07.	Survival	72



 






    	 	-i-	 



     


    

 


	ARTICLE
    IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	72
	 	 
	4.01.	Conditions
    of Initial Credit Extension	72
	4.02.	Conditions
    to all Credit Extensions	74
	 	 	 
	ARTICLE
    V REPRESENTATIONS AND WARRANTIES	75
	 	 
	5.01.	Existence,
    Qualification and Power	75
	5.02.	Authorization;
    No Contravention; Consents	75
	5.03.	Governmental
    Authorization; Other Consents	76
	5.04.	Binding Effect	76
	5.05.	Financial
    Statements; No Material Adverse Effect	76
	5.06.	Litigation	76
	5.07.	No Default	76
	5.08.	Ownership
    of Property; Liens	77
	5.09.	Environmental
    Compliance	77
	5.10.	Insurance
    and Casualty	78
	5.11.	Taxes	78
	5.12.	ERISA Compliance	78
	5.13.	Margin Regulations;
    Investment Company Act	79
	5.14.	Disclosure	79
	5.15.	Compliance
    with Laws	79
	5.16.	Labor Matters	80
	5.17.	Solvency	80
	5.18.	Registered
    ISO	80
	5.19.	Sanctions
    Concerns and Anti-Corruption Laws	80
	5.20.	Responsible
    Officers	81
	5.21.	Subsidiaries;
    Equity Interests; Loan Parties	81
	5.22.	Collateral
    Representations	81
	5.23.	Brokers	83
	5.24.	First Lien/Senior
    Indebtedness	83
	5.25.	EEA Financial
    Institutions	83
	 	 	 
	ARTICLE
    VI AFFIRMATIVE COVENANTS	83
	 	 
	6.01.	Financial
    Statements	83
	6.02.	Other Information	84
	6.03.	Notices	85
	6.04.	Payment of
    Obligations	86
	6.05.	Preservation
    of Existence, Etc	86
	6.06.	Maintenance
    of Properties	86
	6.07.	Maintenance
    of Insurance; Condemnation Proceeds	87
	6.08.	Compliance
    with Laws Generally; Environmental Laws	87
	6.09.	Books and
    Records	87
	6.10.	Inspection
    Rights, Meetings with Administrative Agent	88
	6.11.	Compliance
    with ERISA	88
	6.12.	Use of Proceeds	88
	6.13.	Material
    Contracts	88
	6.14.	Covenant
    to Guarantee Obligations	89
	6.15.	Covenant
    to Give Security	89
	6.16.	Further Assurances	90
	6.17.	Synovus Sponsorship
    Agreement	90



 






    	 	-ii-	 



     


    

 


	ARTICLE
    VII NEGATIVE COVENANTS	91
	 	 
	7.01.	Liens	91
	7.02.	Indebtedness	93
	7.03.	Investments	94
	7.04.	Mergers,
    Dissolutions, Etc	95
	7.05.	Dispositions	96
	7.06.	Restricted
    Payments	97
	7.07.	Change in
    Nature of Business	97
	7.08.	Transactions
    with Affiliates	98
	7.09.	Inconsistent
    Agreements	98
	7.10.	Use of Proceeds	98
	7.11.	Financial
    Covenants	98
	7.12.	Amendment
    to Second Lien Loan Documents; Amendment to Organization Documents	99
	7.13.	Sale and
    Leaseback Transactions	99
	7.14.	Prepayments,
    Etc. of Indebtedness	100
	7.15.	Management
    Bonuses	100
	7.16.	Sanctions	100
	7.17.	Disqualified
    Equity Interest.	100
	7.18.	Composition
    of Merchant Portfolio	100
	7.19.	Holdings
    Covenant	100
	7.20.	Holdings
    Preferred Equity Maximum Leverage	101
	 	 	 
	ARTICLE
    VIII EVENTS OF DEFAULT AND REMEDIES	101
	 	 
	8.01.	Events of
    Default	101
	8.02.	Remedies
    Upon Event of Default	103
	8.03.	Application
    of Funds	103
	8.04.	Equity Cure
    Right	105
	 	 	 
	ARTICLE
    IX ADMINISTRATIVE AGENT	106
	 	 
	9.01.	Appointment
    and Authority; Limitations on Lenders	106
	9.02.	Rights as
    a Lender	106
	9.03.	Exculpatory
    Provisions	107
	9.04.	Reliance
    by Administrative Agent	107
	9.05.	Delegation
    of Duties	108
	9.06.	Resignation
    of Administrative Agent	108
	9.07.	Non-Reliance
    on Administrative Agent and Other Lenders	109
	9.08.	No Other
    Duties, Etc	109
	9.09.	Administrative
    Agent May File Proofs of Claim; Credit Bidding	109
	9.10.	Collateral
    Matters	110
	9.11.	Other Collateral
    Matters	110
	9.12.	Right to
    Perform, Preserve and Protect	111
	9.13.	Credit Product
    Providers and Credit Product Arrangements	111
	9.14.	Designation
    of Additional Agents	111
	9.15.	Authorization
    to Enter into Intercreditor Agreement	111



 






    	 	-iii-	 



     


    

 


	ARTICLE
    X MISCELLANEOUS	112
	 	 
	10.01.	Amendments,
    Etc	112
	10.02.	Notices;
    Effectiveness; Electronic Communication	114
	10.03.	No Waiver;
    Cumulative Remedies	116
	10.04.	Expenses;
    Indemnity; Damage Waiver	117
	10.05.	Marshalling;
    Payments Set Aside	118
	10.06.	Successors
    and Assigns	119
	10.07.	Treatment
    of Certain Information; Confidentiality	123
	10.08.	Right of
    Setoff	124
	10.09.	Interest
    Rate Limitation	125
	10.10.	Counterparts;
    Integration; Effectiveness	125
	10.11.	Survival	125
	10.12.	Severability	125
	10.13.	Replacement
    of Lenders	126
	10.14.	Governing
    Law; Jurisdiction; Etc	126
	10.15.	Waiver of
    Jury Trial	127
	10.16.	USA PATRIOT
    Act Notice	127
	10.17.	No Advisory
    or Fiduciary Responsibility	128
	10.18.	Attachments	128
	10.19.	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	128
	 	 	 
	ARTICLE
    XI CONTINUING GUARANTEE	129
	 	 
	11.01.	Guarantee	129
	11.02.	Rights of
    Lenders	129
	11.03.	Certain Waivers	130
	11.04.	Obligations
    Independent	131
	11.05.	Subrogation	131
	11.06.	Termination;
    Reinstatement	131
	11.07.	Subordination	131
	11.08.	Stay of Acceleration	132
	11.09.	Condition
    of Borrower	132
	11.10.	Limitation
    of Liability	132







 






    	 	-iv-	 



     


    

 


	SCHEDULES
	 	 	 
	 	1.01(c)	Responsible
    Officers
	 	2.01	Commitments
    and Applicable Percentages
	 	5.1	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	Swing
    Line Loan Notice
	 	C-1	Revolving
    Loan Note
	 	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-	 



     


    

 





CREDIT
AGREEMENT


 


This
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 BMO HARRIS BANK N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.


 


Preliminary
Statements


 


A.The
Borrower has requested that Lenders, the Swing Line Lender and the L/C Issuer 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:


 






    	 	-1-	 



     


    

 


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:


 


“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).


 


“Adjustment
Date” means for any Fiscal Quarter of Borrower ending on or after March 31, 2017, the first day of the month following
the date on which Administrative Agent is in receipt of Borrower’s most recent financial statements for the Fiscal Quarter
then ended, pursuant to Section 6.01(b).


 


“Administrative
Agent” means BMO, 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).


 


“Aggregate
Revolving Credit Commitments” means, as at any date of determination thereof, the sum of all Revolving Credit Commitments
of all Lenders at such date.


 


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


 


“Applicable
Margin” means with respect to any Type of Loan, the percentages per annum set forth below, as based upon the Consolidated
Total Net Leverage Ratio for the immediately preceding Fiscal Quarter:


 


	Level	 	Consolidated Total Net Leverage Ratio	 	Eurodollar Rate Loans	 	 	Base Rate Loans	 
	I	 	<2.50:1.00	 	 	2.00	%	 	 	1.00	%
	II	 	<3.25:1.00 but ≥ 2.50:1.00	 	 	2.50	%	 	 	1.50	%
	III	 	<4.00:1.00 but ≥ 3.25:1.00	 	 	3.00	%	 	 	2.00	%
	IV	 	≥ 4.00: 1.00		 	3.50	%	 	 	2.50	%



  






    	 	-2-	 



     


    

 


From
the Closing Date until the first Adjustment Date, margins shall be determined as if Level IV were applicable. Thereafter, any
increase or decrease in the Applicable Margin resulting from a change in the Consolidated Total Net Leverage Ratio shall become
effective as of each Adjustment Date based upon the Consolidated Total Net Leverage Ratio for the immediately preceding Fiscal
Quarter. If any Compliance Certificate (including any required financial information in support thereof) of the Borrower is not
received by Administrative Agent by the date required pursuant to Section 6.02(a), then the Applicable Margin shall be
determined as if the Consolidated Total Net Leverage Ratio for the immediately preceding Fiscal Quarter is at Level IV until such
time as such Compliance Certificate and supporting information is received.


 


In
the event either Borrower or Administrative Agent determines in good faith that the calculation of the Consolidated Total Net
Leverage Ratio on which the applicable interest rate and any fees for any particular period was determined is inaccurate and,
as a consequence thereof, the Applicable Margin was lower than it would have been, (i) Borrower shall immediately deliver to Administrative
Agent a correct Compliance Certificate for such period (and if such Compliance Certificate is not accurately restated and delivered
within ten (10) Business Days after the first discovery of such inaccuracy or upon receipt by Borrower of notice by Administrative
Agent of such determination, then Level IV shall apply retroactively for such period beginning with the first discovery of such
inaccuracy or receipt by Borrower of Administrative Agent’s notice and ending upon Administrative Agent’s receipt
from Borrower of a correct Compliance Certificate notwithstanding any subsequent restatement thereof after such ten (10) day period),
(ii) Administrative Agent shall notify Borrower of the amount of interest and fees that would have been due in respect of any
outstanding Obligations during such period had the applicable rate been calculated based on the correct Consolidated Total Net
Leverage Ratio (and to the extent provided in clause (i) above, the Level IV rate) and (iii) Borrower shall promptly pay to Administrative
Agent for the benefit of the applicable Lenders and other Persons the difference between the amount that would have been due and
the amount actually paid in respect of such period.


 


“Applicable
Percentage” means (a) in respect of the Revolving Credit Facility, with respect to any Revolving Lender at any time,
the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility, represented by the amount of the Revolving
Credit Commitment of such Revolving Lender at such time; provided that if the Aggregate Revolving Credit Commitments have
been terminated at such time, then the Applicable Percentage of each Revolving Lender shall be the Applicable Percentage of such
Revolving Lender immediately prior to such termination and after giving effect to any subsequent assignments, and (b) in respect
of the Term Loan Facility, with respect to any Term 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 Term Lender’s Term Loan Commitment at
such time and (ii) thereafter, the Outstanding Amount of such Term Lender’s Term Loans at such time. The initial Applicable
Percentage of each Lender with respect to each Facility 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.


  



    	 	-3-	 



     


    




 


“Applicable
Unused Percentage” means the percentages per annum set forth below, as based upon the Consolidated Total Net Leverage
Ratio for the immediately preceding Fiscal Quarter:


 


	Level	 	 	Consolidated Total Net Leverage Ratio	 	 	Unused Fee	 
	I	 	 	<2.50:1.00	 	 	 	0.35	%
	II	 	 	<3.25:1.00 but ≥ 2.50:1.00	 	 	 	0.40	%
	III	 	 	<4.00:1.00 but ≥ 3.25:1.00	 	 	 	0.45	%
	IV	 	 	≥ 4.00: 1.00



		 	 	0.50	%



 


From
the Closing Date until the first Adjustment Date, the Applicable Unused Percentage shall be determined as if Level IV were applicable.
Thereafter, any increase or decrease in the Applicable Unused Percentage resulting from a change in the Consolidated Total Net
Leverage Ratio shall become effective as of each Adjustment Date based upon the Consolidated Total Net Leverage Ratio for the
immediately preceding Fiscal Quarter. If any Compliance Certificate (including any required financial information in support thereof)
of the Borrower is not received by Administrative Agent by the date required pursuant to Section 6.02(a), then the Applicable
Unused Percentage shall be determined as if the Consolidated Total Net Leverage Ratio for the immediately preceding Fiscal Quarter
is at Level IV until such time as such Compliance Certificate and supporting information is received.


 


In
the event either Borrower or Administrative Agent determines in good faith that the calculation of the Consolidated Total Net
Leverage Ratio on which the applicable fee for any particular period was determined is inaccurate and, as a consequence thereof,
the Applicable Unused Percentage was lower than it would have been, (i) Borrower shall immediately deliver to Administrative Agent
a correct Compliance Certificate for such period (and if such Compliance Certificate is not accurately restated and delivered
within ten (10) Business Days after the first discovery of such inaccuracy or upon receipt by Borrower of notice by Administrative
Agent of such determination, then Level IV shall apply retroactively for such period beginning with the first discovery of such
inaccuracy or receipt by Borrower of Administrative Agent’s notice and ending upon Administrative Agent’s receipt
from Borrower of a correct Compliance Certificate notwithstanding any subsequent restatement thereof after such ten (10) day period),
(ii) Administrative Agent shall notify Borrower of the amount of fees that would have been due in respect of any outstanding Obligations
during such period had the applicable fee been calculated based on the correct Consolidated Total Net Leverage Ratio (and to the
extent provided in clause (i) above, the Level IV rate) and (iii) Borrower shall promptly pay to Administrative Agent for the
benefit of the applicable Lenders and other Persons the difference between the amount that would have been due and the amount
actually paid in respect of such period.


 


“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.


 


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


 


“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.


 






    	 	-4-	 



     


    

 


“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.


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(b)(iii).


 


“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 Obligations
pursuant to Section 2.06(b)(i); 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).


 






    	 	-5-	 



     


    

 


“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.


 


“Base
Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the rate of interest announced
by BMO from time to time as its prime rate, or its equivalent for U.S. Dollar loans to borrowers located in the United States,
for such day (whether or not the lowest rate offered by BMO and with any change in such rate announced by BMO taking effect at
the opening of business on the day specified in the public announcement of such change); (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%.


 


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


 


“Base
Rate Revolving Loan” means a Revolving Loan that is a Base Rate Loan.


 


“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 any of (a) a Revolving Borrowing, (b) a Term Borrowing or (c) a Swing Line Borrowing, as the context may require.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located 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.


 






    	 	-6-	 



     


    

 


“Cash
Collateralize” means to pledge and deposit with or deliver to Administrative Agent, (a) for the benefit of one or more
of the L/C Issuer or the Revolving Lenders, as collateral for L/C Obligations or obligations of the Revolving Lenders to fund
participations in respect of L/C Obligations, (i) cash or Deposit Account balances in an amount equal to 103% of the L/C
Obligations (pursuant to documentation reasonably satisfactory to Administrative Agent and the L/C Issuer), (ii) a standby
letter of credit, in form and substance reasonably satisfactory to Administrative Agent and the L/C Issuer, from a commercial
bank reasonably acceptable to Administrative Agent and the L/C Issuer, in an amount equal to 103% of the L/C Obligations, or (iii) such
other credit support or other arrangements with respect thereto satisfactory to Administrative Agent and the L/C Issuer in their
sole discretion shall have been made, (b) for the benefit of the Swing Line Lender, as collateral for Swing Line Loans that have
not been refunded by the Revolving Lenders, cash or Deposit Account balances in an amount equal to the principal amount of such
Swing Line Loans or, if Administrative Agent shall agree in its sole discretion, other credit support, in each case pursuant to
documentation in form and substance reasonably satisfactory to Administrative Agent or (c) for the benefit of the Lender Parties
during the continuance of an Event of Default or in connection with the Payment in Full of the Obligations, as collateral for
any Obligations that are due or may become due, cash or Deposit Account balances or, if Administrative Agent shall agree in its
sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to
Administrative Agent. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support.


 


“Cash
Equivalents” 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;


 


(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


 






    	 	-7-	 



     


    

 


(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
any 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


 


(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 Second Lien Loan Documents.


 






    	 	-8-	 



     


    

 


“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 or a Revolving Credit Commitment, as the context may require.


 


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


 


“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.


 


“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,


 






    	 	-9-	 



     


    

 


(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 Revolving
Credit Maturity Date or, if later, the final scheduled installment in respect of the Term Loan; 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 Second
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,


 


(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”),


 






    	 	-10-	 



     


    

 


(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 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”),


 


(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
First Lien Net Leverage Ratio” has the meaning specified in the Compliance Certificate.


 






    	 	-11-	 



     


    

 


“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 each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Credit
Product Arrangements” means, collectively, (a) Swap Contracts between any Loan Party and any Credit Product Provider
and (b) Treasury Management and Other Services between any Loan Party and any Credit Product Provider.


 


“Credit
Product Indemnitee” has the meaning specified in Section 9.13(a).


 


“Credit
Product Obligations” means Indebtedness and other obligations of any Loan Party or any Subsidiary of a Loan Party arising
under Credit Product Arrangements and owing to any Credit Product Provider; provided, that Credit Product Obligations shall not
include Excluded Swap Obligations.


 


“Credit
Product Provider” means (a) BMO or any of its Affiliates; and (b) any other Person who was a Lender at the time of entry
into the applicable Credit Product Arrangement or an Affiliate of a Person who was a Lender at the time of entry into the applicable
Credit Product Arrangement that is a provider under such Credit Product Arrangement, so long as such provider delivers a customary
written notice to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, promptly following
the Closing Date (in respect of any Credit Product Arrangement in effect on the Closing Date) or the entering into of the applicable
Credit Product Arrangement (in respect of any Credit Product Arrangement entered into after the Closing Date), (i) describing
the Credit Product Arrangement and (ii) agreeing to be bound by Section 9.13.


 


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


 






    	 	-12-	 



     


    

 


“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 (a) an interest rate equal to the rate of interest otherwise applicable hereunder plus 2% per annum,
and (b) with respect to Letter of Credit Fees, the Letter of Credit Fee then in effect plus 2% per annum, in each case to the
fullest extent permitted by applicable Laws.


 


“Defaulting
Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to fund all or any portion of
its Loans or otherwise pay to Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount
required to be paid by it hereunder, in any case within two Business Days of the date such Loans were required to be funded or
amounts required to be paid hereunder unless due to such Lender’s good faith determination that the conditions set forth
in Section 4.02 have not been met, (b) has notified Borrower, Administrative Agent, the L/C Issuer or the Swing Line Lender
in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect,
unless due to such Lender’s good faith determination that the conditions set forth in Section 4.02 have not been
met, (c) has failed, within three Business Days after written request by Administrative Agent or Borrower, to confirm in writing
to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative
Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets or (iii) become the
subject of a Bail-in Action; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within
the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive
and binding absent manifest error.


 


“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 later of (x) the Revolving Credit Maturity
Date and (y) 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 later of (x) the Revolving Credit Maturity Date and (y) the Term Loan Maturity Date and (b)
is defined as “Disqualified Equity Interest” in the Second Lien Credit Agreement.


 






    	 	-13-	 



     


    

 


“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.


 


“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.


 






    	 	-14-	 



     


    

 


“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.


 


“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.


 






    	 	-15-	 



     


    

 


“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.


 


“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).


 






    	 	-16-	 



     


    

 


“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.


 


“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, Letters of Credit 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.


 






    	 	-17-	 



     


    

 


“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 and/or the Revolving Credit Facility, as the context may require.


 


“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%) charged to
BMO on such day on such transactions as reasonably determined by Administrative Agent.


 


“Fee
Letters” means the (i) the Arranger Fee Letter and (ii) the Upfront Fee Letter.


 


“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.


 


“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.


 






    	 	-18-	 



     


    

 


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


 


“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.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer,
such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which
such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized
in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable
Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation
has been reallocated to other Revolving Lenders.


 


“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.


 






    	 	-19-	 



     


    

 


“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.


 


“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. (“Falcon”)
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, (iii) the Escrow Agreement dated as of July 29, 2016 by and among Holdings, Falcon
Strategic Partners V, LP 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, LP.


 


“Honor
Date” has the meaning specified in Section 2.03(c)(i).


 


“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;


 






    	 	-20-	 



     


    

 


(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;


 


(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.


 






    	 	-21-	 



     


    

 


“Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of the date hereof, among Administrative Agent, Second
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 with
respect to the portion repaid or converted, any date that a Revolving Loan is repaid or converted, in whole or in part, and in
the case of repayment, only if such repayment is accompanied by a corresponding reduction of the Revolving Credit Commitment,
and (iii) the Maturity Date with respect to such Loan; and (b) as to any Base Rate Loan (including a Swing Line 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 with respect to the portion repaid or converted, any date that a Revolving Loan is repaid or converted, in whole
or in part, and in the case of repayment, only if such repayment is accompanied by a corresponding reduction of the Revolving
Credit Commitment, 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.


 


“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 for the Term Loan or Revolving Loan to which such Interest Period applies;
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.


 






    	 	-22-	 



     


    

 


“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.


 


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


 


“Issuer
Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement
and instrument entered into by the L/C Issuer and Borrower (or any other Loan Party) or in favor the L/C Issuer and relating to
any such Letter of Credit.


 


“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.


 


“L/C
Advance” means each Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage.


 


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


 


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


 


“L/C
Exposure” means, at any time, for any Lender, such Lender’s Applicable Percentage of the total L/C Obligations
at such time.


 


“L/C
Issuer” means BMO and its Affiliates and/or any other Revolving Lender that, at the request of Borrower and with the
consent of Administrative Agent, agrees, in such Revolving Lender’s sole discretion, to become an L/C Issuer, each in its
capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. At any time there
is more than one L/C Issuer, all singular references to the L/C Issuer shall mean any L/C Issuer, either L/C Issuer, each L/C
Issuer, the L/C Issuer that has issued the applicable Letter of Credit, or both or all L/C Issuers, as the context may require.


 






    	 	-23-	 



     


    

 


“L/C
Obligations” means, as at any date of determination, (a) the aggregate undrawn amount of all outstanding Letters of
Credit, plus (b) the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount
so remaining available to be drawn.


 


“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 and, as the context requires, includes the L/C Issuer and the Swing
Line Lender.


 


“Lender
Party” means (a) each Lender, (b) each Credit Product Provider to the extent it holds Credit Product Obligations and
was a Lender or an Affiliate of a Lender when such Person provided Credit Product Arrangements to the Loan Parties, (c) Administrative
Agent, (d) the L/C Issuer, (e) the Swing Line Lender (f) the Arranger, (g) each Related Party entitled to indemnification
under Section 10.04(b) hereof, and (h) 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.


 


“Letter
of Credit” means any standby or documentary letter of credit issued by L/C Issuer for the account of Borrower, or any
indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Administrative Agent or L/C
Issuer for the benefit of Borrower.


 


“Letter
of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by the L/C Issuer.


 


“Letter
of Credit Expiration Date” means, with respect to any Letter of Credit, the day that is ten (10) days prior to the Revolving
Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day) or, to the extent
such Letter of Credit is Cash Collateralized, such later date as may be permitted by Section 2.03(a)(vi) hereof.


 


“Letter
of Credit Fees” means, collectively or individually as the context may indicate, the fees with respect to Letters of
Credit described in Section 2.09(b).


 


“Letter
of Credit Sublimit” means $10,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Revolving Credit Commitments.


 






    	 	-24-	 



     


    

 


“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 Revolving Loan, a Term Loan or a Swing Line 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 other than amounts (including fees) owing by any Loan Party or any Subsidiary of
any Loan Party pursuant to any Credit Product Arrangements.


 


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


 


“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 either of the Revolving Credit Maturity Date or the Term Loan Maturity Date.


 


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


 






    	 	-25-	 



     


    

 


“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.


 


“Minimum
Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or Deposit Account balances
provided to reduce or eliminate Fronting Exposure, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect
to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or Deposit
Account balances provided in accordance with the provisions of Section 2.15(a)(i) or 2.15(a)(ii), an amount
equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by Administrative Agent
and the L/C Issuer in their sole discretion.


 


“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).


 


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


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


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


 


“Note”
means any or all of the Revolving Loan Notes and/or the Term Loan Notes, as applicable.


 






    	 	-26-	 



     


    

 


“Obligations”
means (a) 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 or Letter of Credit, 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 and (b) all Credit Product Obligations; 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.


 


“Outstanding
Amount” means, as applicable, the aggregate outstanding principal amount of Revolving Loans, Swing Line Loans and/or
Term Loans on any date after giving effect to any Borrowings, prepayments or repayments thereof occurring on such date, and with
respect to any L/C Obligations, the aggregate outstanding amount of such L/C Obligations on any date after giving effect to any
L/C Credit Extension or other changes in the aggregate amount of the L/C Obligations 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, the L/C Issuer, or the Swing Line Lender, as the case may be, in
accordance with banking industry rules on interbank compensation.


 


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


 






    	 	-27-	 



     


    

 


“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, other than L/C Obligations that have been fully Cash Collateralized, (b) the Commitments shall
have terminated or expired, (c) the obligations and liabilities of each Loan Party under all Credit Product Arrangements
constituting Obligations, to the extent such obligations and liabilities are outstanding as of the date clauses (a) and (b) preceding
have been satisfied and the amount of such obligations and liabilities has been provided to Administrative Agent and Borrower
in writing by the applicable Credit Product Provider on or prior to such date, shall have been paid and satisfied in full or fully
Cash Collateralized (other than contingent indemnification claims for which no claims has been asserted), and (d) 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;


 






    	 	-28-	 



     


    

 


(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 $100,000,000 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 $10,000,000 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 (i) 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, (ii) Consolidated First Lien Net Leverage Ratio does not exceed the lesser of (x) 3.00:1.00 and (y) the maximum
Consolidated First Lien Net Leverage Ratio then permitted under Section 7.11(a) 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 conditions set forth in clauses (i) and (ii) 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);


 






    	 	-29-	 



     


    

 


(i)  at or prior to the closing of any such proposed Permitted Acquisition, Administrative Agent will be granted a first 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


 


(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 $5,000,000 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.


 






    	 	-30-	 



     


    

 


“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 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 Administrative Agent and the Second Lien Administrative Agent (if applicable), which agreement is in form and substance reasonably
acceptable to the Administrative Agent and which provides the Administrative 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.


 






    	 	-31-	 



     


    

 


“Recipient”
means (a) Administrative Agent, (b) any Lender, (c) any L/C Issuer or (d)  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 (a) with respect to a Borrowing, conversion or continuation of Loans, a Committed Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing
Line 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. The unused Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting
Lender shall be disregarded in determining Required Lenders and in determining whether at least two unaffiliated Lenders at any
time.


 


“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.


 


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


 


“Revolving
Credit Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to Borrower pursuant
to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving
Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.


 






    	 	-32-	 



     


    

 


“Revolving
Credit Facility” means the facility described in Sections 2.01(a), 2.03 and 2.04 providing
for Revolving Loans, Letters of Credit and Swing Line Loans to or for the benefit of Borrower by the Revolving Lenders, L/C Issuer
and Swing Line Lender, as the case may be, in the maximum aggregate principal amount at any time outstanding of $30,000,000, as
adjusted from time to time pursuant to the terms of this Agreement.


 


“Revolving
Credit Maturity Date” means July 29, 2021.


 


“Revolving
Credit Outstandings” means, with respect to any Lender at any time, the sum of the Outstanding Amount of such Lender’s
Revolving Loans and its L/C Exposure and Swing Line Exposure at such time.


 


“Revolving
Credit Termination Date” means the earliest of (a) the Revolving Credit Maturity Date, (b) the date of termination of
the Aggregate Revolving Credit Commitments pursuant to Section 2.07(a), and (c) the date of termination of the commitment
of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 


“Revolving
Lender” means each Lender that has a Revolving Credit Commitment or, following termination of the Revolving Credit Commitments,
has Revolving Loans outstanding or participations in outstanding Letters of Credit and/or Swing Line Loans.


 


“Revolving
Loan” means a Base Rate Loan or a Eurodollar Rate Loan made to Borrower pursuant to Section 2.01(a) or any
Increase pursuant to Section 2.17.


 


“Revolving
Loan Note” means a promissory note made by Borrower in favor of a Revolving Lender evidencing Revolving Loans made by
such Revolving Lender, substantially in the form of Exhibit C-1.


 


“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.


 


“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.


 


“Second
Lien Credit Agreement” shall mean the Second Lien Credit Agreement dated as of even date herewith among the Borrower,
Holdings, the Loan Parties, Babson Capital Finance, LLC, as administrative agent, and the other agents and lenders party thereto,
as it 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.


 






    	 	-33-	 



     


    

 


“Second
Lien Facility” means the credit facility governed by the Second Lien Credit Agreement and one or more debt facilities
or other financing arrangements (including indentures) providing for loans or other long-term indebtedness that replace or refinance
such credit facility, including any such replacement or refinancing facility or indenture that increases or decreases the amount
permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group
of lenders, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or
refundings thereof or any such indentures or credit facilities that replace or refinance such credit facility (or any subsequent
replacement thereof), in each case to the extent permitted or not restricted by this Agreement.


 


“Second
Lien Indebtedness” shall mean all Indebtedness incurred by the Loan Parties under the Second Lien Credit Agreement.


 


“Second
Lien Loan Documents” shall mean the “Loan Documents” as such term is defined in the Second Lien Credit Agreement.


 


“Second
Lien Obligations” shall have the meaning set forth in the Intercreditor Agreement.


 


“Second
Lien Term Loans” shall mean the term loans made on the Closing Date under the Second Lien Credit Agreement (or any equivalent
term under the Second Lien Facility).


 


“Secured
Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Credit Product Providers, 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.


 






    	 	-34-	 



     


    

 


“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.


 


“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.


 






    	 	-35-	 



     


    

 


“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.


 


“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).


 


“Swing
Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.


 


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


 


“Swing
Line Exposure” means, at any time, the Outstanding Amount of all Swing Line Loans outstanding at such time. The Swing
Line Exposure of any Lender at any time shall be its Applicable Percentage of the total Swing Line Exposure at such time.


 


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


 


“Swing
Line Lender’s Quoted Rate” has the meaning specified in Section 2.04(b).


 


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


 


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing,
shall be substantially in the form of Exhibit B.


 


“Swing
Line Sublimit” means an amount equal to $5,000,000. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Revolving Credit Commitments.


 






    	 	-36-	 



     


    

 


“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.


 


“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 $100,000,000.


 


“Term
Loan Maturity Date” means July 29, 2021.


 


“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 $2,500,000.


 


“Total
Outstandings” means the Outstanding Amount of all Loans and L/C Obligations.


 


“Total
Revolving Credit Outstandings” means, without duplication, the aggregate Outstanding Amount of all Revolving Loans,
Swing Line Loans and L/C Outstandings at such time.


 






    	 	-37-	 



     


    

 


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


 


“Treasury
Management and Other Services” means (a) all arrangements for the delivery of treasury management services, (b) all
commercial credit card, purchase card and merchant card services; and (c) all other banking products or services, other than
Letters of Credit and Swap Contracts, in each case, to or for the benefit of any Loan Party or a Subsidiary of a Loan Party which
are entered into or maintained with a Lender or Affiliate of a Lender and which are not prohibited by the express terms of the
Loan Documents.


 


“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.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“Unused
Fee” has the meaning specified in Section 2.09(a).


 


“Upfront
Fee Letter” means the letter agreement, dated as of the Closing Date, among Borrower, Administrative Agent and Arranger.


 


“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.


 






    	 	-38-	 



     


    

 


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.


 


(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.


 






    	 	-39-	 



     


    

 


(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).


 






    	 	-40-	 



     


    

 


ARTICLE
II

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01.  Loan Commitments.


 


(a) Revolving
Credit Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans
to Borrower from time to time until the Revolving Credit Termination Date, in an aggregate amount not to exceed at any time outstanding
the amount of such Lender’s Revolving Credit Commitment, subject to the following limitations:


 


(i)  after giving effect to any Revolving Borrowing, the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving
Credit Commitments,


 


(ii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and


 


(iii) the Outstanding Amount of all Swing Line Loans shall not at any time exceed the Swing Line Sublimit.


 


Within
the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, Borrower
may borrow under this Section 2.01(a), prepay under Section 2.06(a), and reborrow under this Section 2.01(a).


 


(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) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received
by Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion
to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to Administrative Agent of a written Committed Loan Notice, appropriately completed and signed
by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof. If Borrower fails to specify a Type of Loan in a Committed Loan Notice or if Borrower fails to
give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base
Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then
in effect with respect to the applicable Eurodollar Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.


 






    	 	-41-	 



     


    

 


(b) Following receipt of a Committed Loan Notice for a Facility, Administrative Agent shall promptly notify each Lender of the amount
of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation
is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection. In the case of a Term Borrowing or Revolving Borrowing, each Lender shall make the
amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office not
later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
Administrative Agent shall make all funds so received available to Borrower in like funds as received by Administrative Agent
either by (i) crediting the account of Borrower on the books of BMO with the amount of such funds or (ii) wire transfer of such
funds, in each case in accordance with written instructions provided to (and reasonably acceptable to) Administrative Agent by
Borrower.


 


(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest
Period for such Eurodollar Rate Loan. 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) 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 eight (8) Interest Periods in effect in respect of the Facilities.


 


(e) Borrower and each Lender hereby irrevocably authorize Administrative Agent, in Administrative Agent’s sole discretion, to
advance to Borrower, and/or to pay and charge to Borrower’s Loan Account hereunder, all sums necessary to pay (i) any interest
accrued on the Obligations when due and to pay all fees, costs and expenses and other Obligations at any time owed by any Loan
Party to Administrative Agent or any Lender hereunder and (ii) any service charge or Lender Party Expenses when due. Any amount
which is added to the principal balance of the Loan Account as provided in this Section 2.02(e) shall constitute Revolving
Loans (notwithstanding the failure of the Borrower to satisfy any of the conditions to Credit Extensions in Section 4.02)
and Obligations hereunder and shall bear interest at the interest rate then and thereafter applicable to Base Rate Loans.


 


2.03. Letters of Credit.


 


(a) The Letter of Credit Commitment.


 


(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving
Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date
until the earlier to occur of the Letter of Credit Expiration Date or Revolving Credit Termination Date, to issue Letters of Credit
at the request of Borrower for the account of Borrower, and to amend Letters of Credit previously issued by it, in accordance
with subsection (b) below; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for
the account of Borrower and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C
Credit Extension, if as of the date of such L/C Credit Extension, (A) the aggregate Revolving Credit Outstandings of any Revolving
Lender would exceed such Revolving Lender’s Revolving Credit Commitment, (B) the Total Revolving Credit Outstandings
would exceed the Aggregate Revolving Credit Commitments or (C) the Outstanding Amount of the L/C Obligations would exceed
the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to
be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso
to the preceding sentence.


 






    	 	-42-	 



     


    

 


(ii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur later than the earlier
of (i) the Letter of Credit Expiration Date, and (ii) twelve months after the date of issuance,


 


(B) any order, judgment, decree, request or directive of any Governmental Authority or arbitrator or any Law shall by its terms purport
to enjoin, restrain or prohibit the L/C Issuer from issuing such Letter of Credit or shall impose upon the L/C Issuer with respect
to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which
was not applicable on the Closing Date;


 


(C) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;


 


(D) such Letter of Credit is in an initial amount less than $10,000; or


 


(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of
Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with Borrower or such Lender to eliminate the L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting
Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations
as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(iii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter
of Credit in its amended form under the terms hereof.


 


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


 


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


 






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(vi) Notwithstanding anything contained in this Section 2.03, at the election of Administrative Agent and the L/C Issuer, Borrower
may request that the L/C Issuer issue Letters of Credit with expiration dates extending beyond the earlier of the Letter of Credit
Expiration Date and the Revolving Credit Termination Date (or that the L/C Issuer permits an automatic extension of any Letter
of Credit to a date beyond the earlier of the Letter of Credit Expiration Date and the Revolving Credit Termination Date), in
each case subject to the delivery to Administrative Agent by Borrower of cash collateral in an amount at least equal to the Minimum
Collateral Amount (to be held by the Administrative Agent as set forth in Section 2.15 hereof), and in any event, such
cash collateral shall be deposited no later than 30 days prior to the earlier of the Letter of Credit Expiration Date and the
Revolving Credit Termination Date.


 


(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(i)  Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the L/C Issuer
(with a copy to Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of Borrower. Such Letter of Credit Application must be received by the L/C Issuer and Administrative Agent not later than
11:00 a.m. at least two Business Days (or such later date and time as Administrative Agent and the L/C Issuer may agree in a particular
instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of
a request for an initial issuance of a Letter of Credit, each Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the L/C Issuer the date on which the proposed Letter of Credit is to be issued (which shall be a Business Day),
the expiration date of such Letter of Credit and such other matters as the L/C Issuer may require. In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the L/C Issuer the Letter of Credit to be amended, the proposed date of amendment thereof (which shall be a Business
Day), and such other matters as the L/C Issuer may require. Additionally, Borrower shall furnish to the L/C Issuer and Administrative
Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any
Issuer Documents, as the L/C Issuer or Administrative Agent may require.


 


(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with Administrative Agent (by telephone
or in writing) that Administrative Agent has received a copy of such Letter of Credit Application and, if not, the L/C Issuer
will provide Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender,
Administrative Agent or Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable
Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then,
subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account
of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter
of Credit in an amount equal to such Revolving Lender’s Applicable Percentage of such Letter of Credit.


 


(iii) If Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion,
agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter
of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent
any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”)
in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the
L/C Issuer, Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer
to permit the extension of such Letter of Credit; provided, however, that the L/C Issuer shall not permit any such
extension if (A) the L/C Issuer has determined that it would not be permitted at such time to issue such Letter of Credit in its
revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on
or before the day that is five Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from Administrative Agent, any Revolving Lender or Borrower that one
or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing
the L/C Issuer not to permit such extension.


 






    	 	-44-	 



     


    

 


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


 


(c) Drawings and Reimbursements; Funding of Participations.


 


(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or presentation of documents under such Letter
of Credit, the L/C Issuer shall notify the Borrower and Administrative Agent thereof. Not later than 1:00 p.m. on the date of
any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall
reimburse the L/C Issuer through Administrative Agent in Dollars and in an amount equal to the amount of such drawing. If Borrower
fails to so reimburse the L/C Issuer by such time, Administrative Agent shall promptly notify each Revolving Lender of the Honor
Date, the amount of the unreimbursed drawing or payment (the “Unreimbursed Amount”), and the amount
of such Revolving Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested
a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without
regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject
to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments. Any notice given by the L/C Issuer or Administrative
Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


(ii) Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and Administrative
Agent may apply Cash Collateral provided for this purpose) to Administrative Agent for the account of the L/C Issuer, in Dollars,
at Administrative Agent’s Office, an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than
3:00 p.m. on the Business Day specified in such notice by Administrative Agent(so long as, in the case of any amount due on the
same Business Day it is requested, such Revolving Lender shall have received such notice from the Administrative Agent not later
than 1:30 p.m. on such Business Day), whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving
Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the Borrower in such amount. Administrative
Agent shall remit the funds so received to the L/C Issuer in Dollars.


 






    	 	-45-	 



     


    

 


(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans for any reason,
Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is
not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at
the Default Rate. In such event, each Revolving Lender’s payment to Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.


 


(iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse
the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable
Percentage of such amount shall be solely for the account of the L/C Issuer.


 


(v) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn
under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving
Lender may have against the L/C Issuer, Borrower or any other Person for any reason whatsoever; (B) the failure of one or more
of the applicable conditions specified in Section 4.02 to be satisfied, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation
of Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together
with interest as provided herein.


 


(vi) If any Revolving Lender fails to make available to Administrative Agent for the account of the L/C Issuer any amount required
to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled
to recover from such Revolving Lender (acting through Administrative Agent), on demand, such amount with interest thereon for
the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer
at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or
similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted
to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive
absent manifest error.


 


(d) Repayment of Participations. At any time after the L/C Issuer has made a payment under any Letter of Credit and has received
from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c),
if Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative
Agent), Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof in Dollars (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s L/C Advance
was outstanding).


 






    	 	-46-	 



     


    

 


(e) Obligations Absolute. The obligation of Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit,
and to repay each L/C Borrowing shall be joint and several and absolute, unconditional and irrevocable, and shall be paid strictly
in accordance with the terms of this Agreement under all circumstances, including the following:


 


(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating
thereto;


 


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


 


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


 


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


 


(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary (other than the defense
of Payment in Full).


 


(f) Role of L/C Issuer. Each Revolving Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the
L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority
of the Person executing or delivering any such document. None of the L/C Issuer, Administrative Agent, any of their respective
Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders,
as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit.
The L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency
of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.


 


(g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and Borrower, when a Letter of Credit
is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance
shall apply to each commercial Letter of Credit.


 






    	 	-47-	 



     


    

 


(h) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Borrower shall pay directly to the L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit, in an amount equal to 0.25%, computed on the amount
of such Letter of Credit, and payable upon the issuance or renewal (automatic or otherwise) thereof or upon any amendment increasing
the amount thereof. In addition, Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating
to letters of credit issued by it as from time to time in effect. Such customary fees and standard costs and charges are due and
payable on demand and are nonrefundable.


 


(i) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.


 


2.04. Swing Line Loans.


 


(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, but shall not be obligated
to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04 in Dollars (each
such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day until the Revolving
Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans
and L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s
Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, the Revolving Credit
Outstandings of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided,
further, that Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the
other terms and conditions hereof, Borrower may borrow under this Section 2.04, prepay under Section 2.06,
and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest until maturity at a rate per annum
equal to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit Facility as from
time to time in effect or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the
actual number of days elapsed). Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line
Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line
Loan.


 


(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon Borrower’s irrevocable notice to the Swing Line
Lender and Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and
Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be a minimum of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and
Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower.
Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to
Borrower and Administrative Agent as to whether it will or will not make such Swing Line Loan available to Borrower and, if agreeing
to make such Swing Line Loan, (ii) in its discretion quote an interest rate to Borrower at which the Swing Line Lender would
be willing to make such Swing Line Loan available to Borrower (the rate so quoted being herein referred to as “Swing
Line Lender’s Quoted Rate”) and (iii) confirm with Administrative Agent (by telephone or in writing) that
Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or
in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the
proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations
set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing
Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its
Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of the Swing Line Lender
in immediately available funds.


 






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(c) Refinancing of Swing Line Loans.


 


(i) The Swing Line Lender at any time in its sole and absolute discretion, may request, on behalf of Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Revolving Loan in an
amount equal to such Revolving Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request
shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.04 without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions
set forth in Section 4.02. The Swing Line Lender shall furnish Borrower with a copy of the applicable Committed Loan
Notice promptly after delivering such notice to Administrative Agent. Each Revolving Lender shall make an amount equal to its
Applicable Percentage of the amount specified in such Committed Loan Notice available to Administrative Agent in immediately available
funds (and Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account
of the Swing Line Lender at Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Committed
Loan Notice (so long as, in the case of any amount due on the same Business Day it is requested, such Revolving Lender shall have
received such notice from the Swing Line Lender not later than 12:30 p.m. on such Business Day), whereupon, subject to Section 2.04(c)(ii),
each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to Borrower in such
amount. Administrative Agent shall remit the funds so received to the Swing Line Lender.


 


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


 


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


 






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


 


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


 


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


 


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


 


2.05. Repayment of Loans.


 


(a)  Term Loan. Borrower unconditionally promises to pay to Administrative Agent for the account of each Term Lender the aggregate
principal amount of the Term Loan outstanding on the following dates in the respective amounts set forth opposite such dates:


 


	Date	 	Quarterly Payment	 
	December 31, 2016	 	$	1,250,000.00	 
	March 31, 2017	 	$	1,250,000.00	 
	June 30, 2017	 	$	1,250,000.00	 
	September 30, 2017	 	$	1,250,000.00	 
	December 31, 2017	 	$	1,250,000.00	 
	March 31, 2018	 	$	1,250,000.00	 
	June 30, 2018	 	$	1,250,000.00	 
	September 30, 2018	 	$	1,250,000.00	 
	December 31, 2018	 	$	1,875,000.00	 
	March 31, 2019	 	$	1,875,000.00	 
	June 30, 2019	 	$	1,875,000.00	 
	September 30, 2019	 	$	1,875,000.00	 
	December 31, 2019	 	$	1,875,000.00	 
	March 31, 2020	 	$	1,875,000.00	 
	June 30, 2020	 	$	1,875,000.00	 
	September 30, 2020	 	$	1,875,000.00	 
	December 31, 2020	 	$	2,500,000.00	 
	March 31, 2021	 	$	2,500,000.00	 
	June 30, 2021	 	$	2,500,000.00	 
	Term Loan Maturity Date	 	 	The balance of the Term Loans	 



 






    	 	-50-	 



     


    

 


The
outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier
of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof.


 


(b)  Revolving Loans. Borrower shall repay to Administrative Agent for the account of the Revolving Lenders on the earlier of
(i) the Revolving Credit Maturity Date, and (ii) the date of the acceleration of the Revolving Loans the aggregate principal
amount of all Revolving Loans outstanding on such date.


 


(c)  Swing Line Loans. The Borrower shall repay each Swing Line Loan on the Revolving Credit Maturity Date.


 


2.06. Prepayments.


 


(a) Optional.


 


(i) Borrower may, upon notice to Administrative Agent from Borrower, at any time or from time to time voluntarily prepay Term Loans
or Revolving Loans in whole or in part without premium or penalty; 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; and (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. 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.


 






    	 	-51-	 



     


    

 


(ii) Borrower may, upon notice to the Swing Line Lender (with a copy to Administrative Agent) from Borrower, at any time or from time
to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (without a reduction of the Swing
Line Sublimit); provided that (A) such notice must be received by the Swing Line Lender and Administrative Agent not later
than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or,
if less, the entire principal amount thereof outstanding. Each such notice shall specify the date and amount of such prepayment.
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.


 


(b) Mandatory.


 


(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 (y) to
the extent accompanied by a corresponding permanent reduction in the Aggregate Revolving Credit Commitments, the 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.


 






    	 	-52-	 



     


    

 


(ii) Asset Dispositions. 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. 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. 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, first,
pro rata to remaining principal installments of the Term Loans (including, for the avoidance of doubt, the final “bullet”
payment) and, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit
Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vii). 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) Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b),
first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably
to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the
drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without
any further action by or notice to or from Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral)
to reimburse the L/C Issuer or the Revolving Lenders, as applicable.


 






    	 	-53-	 



     


    

 


(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.


 


2.07. Termination or Reduction of Commitments.


 


(a) Revolving Credit Commitment. Borrower may, upon notice to Administrative Agent, terminate the Aggregate Revolving Credit
Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any
such notice shall be received by Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as
may be agreed by the Administrative Agent) prior to the date of termination or reduction, (ii) any such reduction shall be in
an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof, (iii) Borrower shall not terminate or reduce
the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total
Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any
reduction or termination, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving
Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction
of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according
to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments
shall be paid on the effective date of such termination.


 


(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; (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; and (iii) subject
to the Swing Line Lender and Borrower agreeing that interest shall be paid at the Swing Line Lender’s Quoted Rate, each
Swing Line 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 for Revolving Loans.


 






    	 	-54-	 



     


    

 


(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.


 


(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) Unused Fee. Borrower shall pay to Administrative Agent for the account of each Revolving Lender in accordance with its
Applicable Percentage, a fee (the “Unused Fee”) equal to the Applicable Unused Percentage times the
actual daily amount by which the Aggregate Revolving Credit Commitments exceeds the sum of (i) the Outstanding Amount of Revolving
Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the
avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate
Revolving Credit Commitments for purposes of determining the Unused Fee. The Unused Fee shall accrue at all times until the Revolving
Credit Termination Date, including at any time during which one or more of the conditions in Article IV is not met,
and shall be due and payable quarterly in arrears on the first Business Day after the end of each Fiscal Quarter, commencing with
the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date.


 


(b) Letter of Credit Fees. Subject to the provisions of the last sentence of this subsection (b), Borrower shall pay
to Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, (i) a Letter of
Credit fee (“Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin for Eurodollar
Rate Loans that are Revolving Loans times the daily maximum amount available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit); provided, however, any Letter of Credit
Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting
Lender has not provided Cash Collateral satisfactory to the L/C Issuer shall be payable, to the maximum extent permitted by applicable
Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable
to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the L/C
Issuer for its own account. The Letter of Credit Fee with respect to each Letter of Credit shall accrue at all times until the
Revolving Credit Termination Date and shall be due and payable quarterly in arrears on the first Business Day after the end of
each Fiscal Quarter, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination
Date. If there is any change in the Applicable Margin for Eurodollar Rate Loans that are Revolving Loans during any quarter, the
daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin for Eurodollar Rate Loans
that are Revolving Loans separately for each period during such quarter that such Applicable Margin was in effect. At all times
that the Default Rate shall be applicable to any Loans pursuant to Section 2.08(b), the Letter of Credit Fees payable
under this subsection shall accrue and be payable at the Default Rate.


 






    	 	-55-	 



     


    

 


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


 


(d) Generally. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to (i) Administrative
Agent for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders, and otherwise, to the
Lenders entitled thereto or (ii) the L/C Issuer, in the case of fees payable to it. 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.


 


(b) In addition to the accounts and records referred to in (a) above, each Lender and Administrative Agent shall maintain in accordance
with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of
Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by Administrative Agent
and the accounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agent shall
control in the absence of manifest error.


 


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 2:00 p.m. 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 relevant 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.


 






    	 	-56-	 



     


    

 


(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 or the L/C Issuer 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 or the L/C Issuer, as the case may be, the amount due. In such event,
if Borrower have not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees
to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, 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.


 


(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 applicable 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.


 






    	 	-57-	 



     


    

 


(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters
of Credit and Swing Line 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, to fund any such participation 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, L/C Borrowings, 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 and subparticipations in L/C Obligations and
Swing Line 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) to the Lenders, as the case may be, provided that:


 


(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations 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 (including the application of funds arising from the existence
of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.15, or (C) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations
in L/C Obligations or Swing Line 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).


 






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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. Settlement Among Lenders.


 


(a) The amount of each Revolving Lender’s Applicable Percentage of outstanding Revolving Loans shall be computed on each Business
Day and shall be adjusted upward or downward based on all Revolving Loans and repayments of Revolving Loans received by Administrative
Agent as of 3:00 p.m. on such Business Day.


 


(b) Each Business Day, (i) Administrative Agent shall transfer to each Revolving Lender its Applicable Percentage of repayments, and
(ii) each Revolving Lender shall transfer to Administrative Agent (as provided below) or Administrative Agent shall transfer to
each Revolving Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the Revolving
Credit Outstandings of each Revolving Lender shall be equal to such Revolving Lender’s Applicable Percentage of all the
Total Revolving Credit Outstandings as of such Business Day. If the applicable Revolving Lender is notified of a transfer to be
made to Administrative Agent prior to 1:00 p.m. on a Business Day, such transfer shall be made in immediately available funds
no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next Business Day. The
obligation of each Revolving Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by
Administrative Agent. If and to the extent any Revolving Lender shall not have so made its transfer to Administrative Agent, such
Lender agrees to pay to Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from
such date until the date such amount is paid to Administrative Agent, equal to 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 reasonable administrative,
processing, or similar fees customarily charged by Administrative Agent in connection with the foregoing.


 


2.15. Cash Collateral.


 


(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of
Credit upon presentation and such drawing has resulted in an L/C Borrowing, (ii) as of the date that is 30 days prior to the earlier
of the Letter of Credit Expiration Date and the Revolving Credit Termination Date, any L/C Obligation for any reason remains outstanding,
(iii) Borrower shall be required to provide Cash Collateral pursuant to Section 8.02 or (iv) there shall exist
a Defaulting Lender, Borrower shall immediately (in the case of clause (iv) above) or within one Business Day (in all other cases)
following any request by Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the Minimum
Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.16(a)(iv)
and any Cash Collateral provided by the Defaulting Lender).


 


(b) Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby
grants to (and subjects to the control of) Administrative Agent, for the benefit of Administrative Agent, the L/C Issuer and the
Lenders, and agrees to maintain, a first priority (subject to Permitted Liens) security interest in all such cash, Deposit Accounts
and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at
any time Administrative Agent determines that Cash Collateral is less than the Minimum Collateral Amount or otherwise deficient
for any reason, Borrower will, promptly upon written demand by Administrative Agent, pay or provide to Administrative Agent additional
Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting
funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing Deposit Accounts at BMO.


 






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(c) 
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided in respect
of Letters of Credit or Swing Line Loans, shall be held and applied to the satisfaction of the specific L/C Obligations, Swing
Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is
a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may be provided for herein.


 


(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations
shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise
thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its
assignee following compliance with Section 10.06(b)(v)) or (ii) the reasonable determination by Administrative Agent
and the L/C Issuer that there exists excess Cash Collateral.


 


2.16.       
Defaulting Lenders.


 


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


 


(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders,” or any comparable
definition and Section 10.01.


 


(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for
the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise)
or received by Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time
or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure
with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so
long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined
by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize
the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit
issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the
Lenders, the L/C Issuer or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, the L/C Issuer or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, provided that if (x) such payment
is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded
its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions
set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and
L/C Obligations owed to, all Non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable
Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to
the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender under the applicable Facility until such time
as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in
accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). It is agreed and understood
that Administrative Agent shall be entitled to set off any funding shortfall of such Defaulting Lender against such Defaulting
Lender’s respective share of any payments received from Borrower. Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant
to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 






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(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any Unused Fee payable pursuant to Section 2.09(a)
for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that
otherwise would have been required to have been paid to that Defaulting Lender). Each Defaulting Lender which is a Revolving Lender
shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the
extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 2.15.


 


(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders which are Revolving Lenders in accordance
with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment)
but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation
(and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented
and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving
Credit Outstandings of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject
to Section 10.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against
a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender
as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


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


 






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2.17. Increase in Revolving Credit Commitments or Term Loan Facility.


 


(a) 
Request for Increase. Upon notice to Administrative Agent (which shall promptly notify the applicable Revolving Lenders
and 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 Aggregate Revolving Credit Commitments or 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 Second Lien Credit Agreement) established pursuant to Section 2.17 of the
Second 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 applicable Revolving Lender or 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 applicable Revolving Lenders
or Term Lenders).


 


(b) Lender Elections to Increase. Each Revolving Lender or Term Lender, as applicable, 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 Revolving Credit Facility or 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 (and in the case of any Increase in respect of the Revolving Credit
Facility, the Swing Line Lender and each L/C Issuer) (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 Aggregate Revolving Credit Commitments or the Term Loan Facility are 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 Revolving Lenders or Term Lenders, as
applicable, of the final allocation of such increase or incremental term facility and the Increase Effective Date.


 






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(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 Revolving Credit Commitments, 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
(assuming, in the case of an Increase of the Aggregate Revolving Credit Commitments, that such Revolving Loans are fully drawn
on the Increase Effective Date but not giving any “cash netting” credit to the proceeds of the applicable Increase)
and the application of the proceeds thereof and other transactions in connection therewith have been consummated, (1) 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 (A) the
maximum Consolidated Total Net Leverage Ratio permitted pursuant to Section 7.11(b) for the Fiscal Quarter most recently
ended as to which financial statements were required to be delivered pursuant to this Agreement and (B) 4.00 to 1.00 and
(2) the Consolidated First Lien 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 (A) the maximum Consolidated First Lien Net Leverage Ratio permitted pursuant to Section 7.11(a)
for the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement
and (B) 3.00 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 each of
clauses (iv)(1) and (2) 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 date 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.
In the case of an Increase in respect of the Revolving Credit Facility, the Revolving Loans outstanding on the Increase Effective
Date shall be reallocated and adjusted between and among the applicable Lenders, and Borrower shall pay any additional amounts
required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding applicable
Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages, as applicable, arising from any
nonratable increase in the applicable Revolving Loans under this Section 2.17.


 






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(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 Revolving Loans, Term Loans or incremental term loans to
be made pursuant such Increase (which interest margins may be (A) with respect to Revolving Loans made pursuant to the increased
Revolving Credit Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement
immediately prior to the Increase Effective Date, and (B) 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 Revolving Loans, Term
Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding,
(1) if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolving Credit
Commitments is higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase
Effective Date (the amount by which the interest margin is higher, the “Excess”), then the interest
margin applicable to the Revolving Loans immediately prior to the Increase Effective Date shall be increased by the amount of
the Excess, effective on the applicable Increase Effective Date, and without the necessity of any action by any party hereto,
and (2) 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.


 


(g) 
Each Increase shall rank pari passu in right of payment in respect of Collateral and with the Obligations in respect of the Revolving
Credit Commitments and 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, (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), and
(iv) other than pricing, each Increase of the Revolving Credit Commitments and Revolving Borrowing thereunder shall be under the
same terms as Revolving Loans in respect of Revolving Loan Commitments.


 






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(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.


 


(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 or the L/C Issuer (with a copy to Administrative Agent), or by Administrative Agent on its own
behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.


 






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(ii) Without limiting the provisions of subsections (a) or (b) above, each Lender and the L/C Issuer severally 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 or L/C Issuer by the Administrative
Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, 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 or the L/C Issuer 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.


 


(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.


 






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(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


 


(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;


 






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(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.


 


(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 the L/C Issuer, or have any obligation to pay to any Lender or the L/C
Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case
may be. If Administrative Agent, any Lender or the L/C Issuer 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, such Lender or the L/C Issuer, 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 or the L/C Issuer, 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 or the L/C Issuer
in the event Administrative Agent, such Lender or the L/C Issuer 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 or the L/C Issuer 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.


 






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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.


 


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.


 






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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)) or the L/C Issuer;


 


(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 L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement
or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


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 increase the cost to such Recipient of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), 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 or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C
Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’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 or the L/C
Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence
of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer
or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’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 or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such
Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.


 


(c) 
Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary
to compensate such Lender or the L/C Issuer 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 or the L/C Issuer, as the case may be, 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 or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation, provided that the Loan Parties shall not be required to compensate a Lender or the L/C Issuer 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 or the L/C Issuer, as the case may be, notifies the Loan Parties of the Change in Law giving rise
to such increased costs or reductions and of such Lender’s or the L/C Issuer’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).


 






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(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.


 


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, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer
pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or
the L/C Issuer, as applicable, 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 or the L/C Issuer, 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 or the L/C Issuer, as the case may
be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case
may be. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection
with any such designation or assignment.


 






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


 


ARTICLE
IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01. Conditions of Initial Credit Extension. The obligation of each Lender and the L/C Issuer to make any initial 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 first 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 first 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;


 


(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


 






    	 	-72-	 



     


    

 


(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 Letters
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 Second Lien Term Lenders have issued the Second Lien Term Loans
in the aggregate principal amount of $40,000,000 to the Borrower and an executed copy of the Second 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 $40,000,000 from the Second 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 Arranger 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 Arranger 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 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.


 


(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).


 






    	 	-73-	 



     


    

 


(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 initial Credit Extension hereunder, (ii) consummation of the Transactions and payment of all fees and expenses
in connection therewith, (1) the Consolidated Total Net Leverage Ratio shall not be greater than 4.00 to 1.00 and (2) the Consolidated
First Lien Net Leverage Ratio shall not be greater than 3.00 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.


 


4.02. Conditions to all Credit Extensions. Except as expressly provided in Section 2.17 with respect to Limited Condition
Acquisitions (but subject to the requirements of Section 1.06) or as otherwise expressly provided herein, the obligation
of each Lender to honor any Request for Credit Extension (other than the initial Credit Extension hereunder on the Closing Date,
a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) or
make the initial Credit Extension hereunder is subject to the following conditions precedent:


 


(a) 
The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, shall be
true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms
already qualified as to materiality) on and as of the date of such Credit Extension, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in all
material respects for such representations and warranties that are not by their terms already qualified as to materiality) as
of such earlier date, and except that for purposes of this Section 4.02(a), the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished
pursuant to subsections (a) and (b), respectively, of Section 6.01.


 






    	 	-74-	 



     


    

 


(b) No Default or Event of Default shall have occurred and be continuing, or would immediately result from such proposed Credit Extension.


 


(c) 
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof.


 


(d) For each Revolving Borrowing, after giving effect to each Credit Extension, Total Revolving Credit Outstandings do not exceed
the Aggregate Revolving Credit Commitments.


 


Each
Request for Credit Extension (other than the initial Credit Extension hereunder on the Closing Date, a Committed Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections 4.02(a), 4.02(b) and, to the extent
applicable, 4.02(d) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES


 


To
induce the Lender Parties to enter into this Agreement and to make Loans and to issue Letters of Credit 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.


 






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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 first 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.


 


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.


 






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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.


 


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.


 






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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).


 


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.


 






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(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 each Credit Extension or drawing
under each Letter of Credit, 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.


 


(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.


 






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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.


 


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.


 






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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.


 


(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 first 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).


 






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(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.


 


(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).


 






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(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. First Lien/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 “First Lien”, “Senior Indebtedness” or similar term relating
to the Obligations and all such Obligations are entitled to the benefits of the subordination created by the Intercreditor Agreement
or any other applicable Subordinated Debt Document, as applicable. Each Loan Party acknowledges that Administrative Agent, each
Lender and the L/C Issuer is entering into this Agreement and is extending its Commitments in reliance upon the subordination
provisions of the Intercreditor Agreement or applicable Subordinated Debt Document.


 


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).


 






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(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.


 


(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.


 






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(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.


 


(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 Second 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;


 






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(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; and


 


(i) 
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.


 


6.04. Payment of Obligations. Pay and discharge as the same shall become due and payable, all its material obligations and liabilities,
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;


 






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(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.


 


(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.


 






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(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.


 


(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.


 






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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.


 


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 thirty (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 first 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).


 






    	 	-89-	 



     


    

 


(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 (iii) of this subsection (c) as to which the Administrative 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.


 


(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 Second Lien Administrative Agent, for the benefit of the Second 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”.


 






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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;


 


(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);


 






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(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];


 


(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


 






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(u) Liens securing Indebtedness and other “Obligations” (as such term is defined in the Second Lien Credit Agreement or
any equivalent term under the Second Lien Facility) incurred pursuant to the Second 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 and Credit Product Arrangements;


 


(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 $300,000;


 


(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 $2,000,000;


 






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(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;


 


(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) $600,000 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) Second Lien Indebtedness in an aggregate outstanding principal amount that does not exceed $40,000,000 on the Closing Date,
(ii) any “Increase” (as defined in the Second 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 $1,000,000 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 $2,500,000
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;


 






    	 	-94-	 



     


    

 


(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 $500,000 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;


 


(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 $3,000,000 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;


 






    	 	-95-	 



     


    

 


(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


 


(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 $500,000.


 






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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;


 


(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 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 $100,000 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.


 






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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.


 


7.09. Inconsistent Agreements. Enter into, or permit to exist, any Contractual Obligation (except for this Agreement, the other
Loan Documents and the Second 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) 
Consolidated First Lien Net Leverage Ratio. Permit the Consolidated First Lien 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 

First Lien Leverage Ratio
	Closing Date through September 30, 2016	 	3.50:1.00
	December 31, 2016 through March 31, 2017	 	3.25:1.00
	June 30, 2017 through September 30, 2017	 	3.00:1.00
	December 31, 2017 through March 31, 2018	 	2.75:1.00
	June 30, 2018 and each Fiscal Quarter thereafter	 	2.50:1.00



 






    	 	-98-	 



     


    

 


(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
	Closing Date through September 30, 2016	 	4.75:1.00
	December 31, 2016 through March 31, 2017	 	4.50:1.00
	June 30, 2017 through September 30, 2017	 	4.25:1.00
	December 31, 2017 through March 31, 2018	 	4.00:1.00
	June 30, 2018 through March 31, 2019	 	3.75:1.00
	June 30, 2019 and each Fiscal Quarter thereafter	 	3.50:1.00



 


(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 1.25:1.00.


 


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


 


(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 Second Lien Loan Document in a manner that violates the
Intercreditor Agreement, 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.


 






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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) 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); (c) any prepayment, redemption, defeasance or satisfaction of intercompany Indebtedness
permitted under Section 7.02(d); (d) 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; (e) 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; (f) subject to any applicable subordination terms thereof and the terms set forth in the definition
of “Available Amount”, payments on account of Second Lien Indebtedness, 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 and (g) with respect to the Second Lien Credit Agreement or any “Increase” (as
defined in the Second Lien Credit Agreement in effect as of the Closing Date), required payments owed in respect thereof (including,
principal, interest, fees, premiums, expenses and indemnity payments (other than indemnification for loss of principal)) in accordance
with the Second Lien Credit Agreement (or, in the case of any “Increase”, in accordance with the document providing
for such “Increase”); provided (x) no voluntary prepayment of Second Lien Indebtedness may be made by Borrower
other than as provided by clause (f) of this Section 7.14 and (y) no mandatory prepayment of Second Lien Indebtedness may
be made by Borrower until the Payment in Full of the Obligations.


 


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).


 


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
or any other Credit Extension 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 Second
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.


 






    	 	-100-	 



     


    

 


7.20. 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.


 


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 any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within
three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, 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


 






    	 	-101-	 



     


    

 


(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; or


 


(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


 






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(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 first
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;


 


(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; or


 


(m) Event of Default under Second Lien Credit Agreement. An Event of Default (as defined in the Second Lien Credit Agreement)
shall have occurred and be continuing.


 


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
and any obligation of the L/C Issuer to make L/C Credit Extensions 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; (c) require that Borrower Cash
Collateralize the L/C Obligations or any other Obligations that are contingent or not yet due and payable, in each case in an
amount equal to the Minimum Collateral Amount; and (d) 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 and any obligation of the L/C Issuer to make
L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and
other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the
L/C Obligations as aforesaid shall automatically become effective, 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 and the L/C Obligations have automatically been required to be Cash Collateralized 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;


 






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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 through Fifth below) payable to the Lenders and the L/C Issuer
(including reasonable and documented fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer 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 Third payable to them until paid in full;


 


Third,
to that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings
and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this
clause Fourth payable to them until paid in full;


 


Fourth,
to (i) that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and to Cash Collateralize
that portion of L/C Obligations comprising the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash
Collateralized by Borrower and (ii) the payment of Credit Product Obligations (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 among the Lenders, L/C Issuer and the Credit Product Providers in proportion to the respective
amounts described in this clause Fifth payable to them until paid in full;


 


Fifth,
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) Subject to Sections 2.03(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. Amounts
distributed with respect to any Credit Product Obligations shall be the lesser of (i) the maximum Credit Product Obligations last
reported to Administrative Agent or (ii) the actual Credit Product Obligations as calculated by the methodology reported to Administrative
Agent for determining the amount due. Administrative Agent shall have no obligation to calculate the amount to be distributed
with respect to any Credit Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable
Credit Product Provider. 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.


 






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(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
First Lien Net Leverage Ratio or 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, L/C
Issuer nor any Lender shall be required to advance any Loans and/or issue any Letters of Credit. 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 and the L/C Issuer hereby irrevocably appoints BMO
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, the Lenders and the L/C Issuer, 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 or to issuance of a Letter of Credit 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 and the L/C Issuer; 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) the L/C Issuer
from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the
other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the
terms of Section 2.13), or (d) 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), (c) and (d) 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.


 


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.


 






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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, a Lender or the L/C Issuer. 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.


 


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, or the issuance of a Letter of Credit that by its
terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, Administrative Agent may presume that such condition
is satisfactory to such Lender or the L/C Issuer unless Administrative Agent shall have received notice to the contrary from such
Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. 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.


 






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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, the
L/C Issuer 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 and the L/C Issuer, 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 or the L/C Issuer 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 and the L/C Issuer 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.


 


Any
resignation by BMO as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and
Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing
Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.


 






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If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person
as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed
by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective
in accordance with such notice on the Removal Effective Date.


 


9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer 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
and the L/C Issuer 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, a Lender or the L/C Issuer
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 or L/C Obligation 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, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the L/C Issuer and Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders, the L/C Issuer 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 and the L/C Issuer 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 and the L/C Issuer,
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 or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the
rights of any Lender or the L/C Issuer to authorize Administrative Agent to vote in respect of the claim of any Lender or the
L/C Issuer in any such proceeding.


 






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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.


 


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.


 






    	 	-110-	 



     


    

 


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.


 


9.13. Credit Product Providers and Credit Product Arrangements.


 


(a) 
Each Credit Product Provider, by delivery of a notice to Administrative Agent of the creation of a Credit Product Arrangement,
agrees to be bound by Section 8.03 and this Article IX. Each Credit Product Provider shall indemnify Administrative
Agent (and any sub-agent thereof) and each Related Party thereof (each a “Credit Product Indemnitee”)
against, and hold harmless each such Credit Product Indemnitee from, any and all losses, claims, damages, liabilities and related
expenses (including the reasonable fees, charges and disbursements of any counsel), incurred by any such Credit Product Indemnitee
or asserted against any Credit Product Indemnitee by any third party or by Borrower or any other Loan Party arising out of, in
connection with, or as a result of such provider’s Credit Product Obligations.


 


(b)Except as otherwise expressly set forth herein, no Credit Product Provider that obtains the benefit of the provisions of Section 8.03,
any Guarantee or any Collateral by virtue of the provisions hereof or any other Loan Document shall have any voting rights or
right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise
(including with respect to the release or impairment of any Collateral or notice of or consent to any amendment, waiver or modification
of the provisions hereof or of any other Loan Document) other than in its capacity as a Lender and, in such case, only to the
extent expressly provided in the Loan Documents. Administrative Agent shall not be required to verify the payment of, or that
other satisfactory arrangements have been made with respect to, Obligations arising under Credit Product Arrangements in respect
of any Payment in Full of the Obligations or the Facility Termination Date.


 


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. Each Lender
hereby authorizes and directs Administrative Agent to issue blockage notices in connection with the Subordinated Debt at the direction
of Administrative Agent or the Required Lenders.


 






    	 	-111-	 



     


    

 


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 as provided in clause (e) below) of principal, interest, fees or other amounts due to
the Lenders (or any of them), including the Revolving Credit Maturity Date or 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 L/C Borrowing, 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 or Letter of Credit Fees 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) 
waive any mandatory prepayment in respect of Excess Cash Flow, or amend any definitions directly affecting the same, without the
written consent of each Lender directly and adversely affected thereby;


 


(f) 
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;


 


(g) 
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


 


(h) 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);


 






    	 	-112-	 



     


    

 


and,
provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer
in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document
relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and
signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender
under this Agreement; (iii) 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 (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective
parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all
Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except
that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any
waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting
Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.


 


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 Revolving Credit 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 Revolving Credit Facility or the provision of any Increase
are appropriately incorporated herein (including this Section 10.01).


 






    	 	-113-	 



     


    

 


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
(so long as such amendment is not adverse to the Administrative Agent or the Lenders in any material respect) 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.


 


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, Administrative Agent, the L/C Issuer or the Swing Line Lender, 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, Swing Line Lender or L/C Issuer:	BMO
                                         Harris Bank N.A.

                                         111 West Monroe

                                         Chicago, Illinois 60603

                                         Attention: L. M. Junior Del Brocco

        Facsimile
        No.: (312) 293-4718

        

        Telephone
        No.: (312) 461-3145

        

        Email:
        Junior.DelBrocco@bmo.com

	 	 	 	 
	 	 	With
    a copy to:	Winston
    & Strawn LLP

    35 W. Wacker Dr.

    Chicago, Illinois 60601

    Attention: Charles B. Boehrer

    Facsimile No.: (312) 558-5700

    Telephone No. (312) 558-5989

    Email: Cboehrer@winston.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

        




 






    	 	-114-	 



     


    

 


	 	 	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 and the L/C Issuer 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 or the L/C Issuer pursuant
to Article II if such Lender or the L/C Issuer, as applicable, 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.


 






    	 	-115-	 



     


    

 


(c) The Platform. Each Loan Party hereby acknowledges that Administrative Agent and/or the Arranger will make available to
the Lenders and the L/C Issuer 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, the
L/C Issuer 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, the L/C Issuer 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, Administrative Agent, the L/C Issuer and the Swing Line Lender 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, Administrative Agent, the L/C Issuer and the Swing
Line Lender. 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, L/C Issuer and Lenders. Administrative Agent, the L/C Issuer and the Lenders shall be
entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line 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, the L/C Issuer, 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, the L/C Issuer 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.


 






    	 	-116-	 



     


    

 


10.04. Expenses; Indemnity; Damage Waiver.


 


(a) Costs and Expenses. Borrower shall pay (i) all reasonable and documented out-of-pocket expenses (including any Extraordinary
Expenses) incurred by Administrative Agent, the Arranger and their respective Affiliates (whether incurred prior to or during
any workout, restructuring or negotiations in respect of the Obligations), (A) 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 the Arranger and (B) in connection with (1) the syndication and administration of the credit facilities
provided for herein, (2) 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 (3) 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, and (ii) with respect
to the L/C Issuer, and its Affiliates, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder. Borrower shall pay all reasonable and documented
out-of-pocket expenses incurred by the Lender Parties who are not Administrative Agent, the Arranger, the L/C Issuer or any Affiliate
of any of them, 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 Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on 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.


 






    	 	-117-	 



     


    

 


(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, the L/C Issuer 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, the L/C Issuer 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), the L/C Issuer
or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought based on such Lender’s portion of Loans, commitments and risk participations
with respect to the Revolving Credit Facility) 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 the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting
for Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity; 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, L/C Issuer 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
Letter of Credit 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 L/C Issuer and
the Swing Line Lender, 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 and the L/C Issuer 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 and the L/C Issuer 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 (including for purposes of this Section 10.06(b),
participations in L/C Obligations and in Swing Line 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 Revolving Credit Facility,
or $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.


 






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(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;


 


(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, Revolving Credit Commitment or Revolving Loan 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;


 


(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
and


 


(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
in respect of the Revolving Credit Facility.


 


(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, (B) any Defaulting Lender or any of its Subsidiaries, or any Person
who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) a natural
person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).


 


(v) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,
no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share
of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative
Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share
of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding
the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed
to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 






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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. In addition,
Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any
Lender as a Defaulting Lender. The Register shall be available for inspection by Borrower and any Lender 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.


 


(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), a Defaulting Lender 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 its Revolving Credit Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line 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, the Lenders and the L/C Issuer 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.


 






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(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.


 


(h) Resignation as L/C Issuer and/or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained
herein, if at any time BMO or any other L/C Issuer assigns all of its Revolving Credit Commitment or Revolving Loans pursuant
to subsection (b) above, such Person may, (i) upon 30 days’ notice to Borrower and the Lenders, resign as L/C Issuer and/or
(ii) in the case of BMO, upon 30 days’ notice to Borrower, resign as Swing Line Lender. In the event of any such resignation
as L/C Issuer, or Swing Line Lender, Borrower shall be entitled to appoint from among the Lenders willing to serve in such capacity
a successor L/C Issuer or Swing Line Lender hereunder, as the case may be; provided, however, that no failure by
Borrower to appoint any such successor shall affect the resignation of such Person as L/C Issuer or Swing Line Lender, as the
case may be. If BMO or any other L/C Issuer resigns as L/C Issuer, such Person shall retain all the rights, powers, privileges
and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation
as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans
or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If BMO resigns as Swing Line Lender,
it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor
L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters
of Credit.


 






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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.


 






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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.


 


“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, the L/C Issuer 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, the L/C
Issuer 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 or the L/C Issuer, irrespective of whether
or not such Lender or the L/C Issuer 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 or the L/C Issuer different
from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent
for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders,
and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.


 






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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.


 


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 or any Letter of Credit shall remain outstanding.


 


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 Letters of Credit and 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. Without limiting the foregoing provisions of this Section 10.12,
if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited
by Debtor Relief Laws, as determined in good faith by Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable,
then such provisions shall be deemed to be in effect only to the extent not so limited.


 






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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, if any Lender
is a Defaulting Lender, 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 and L/C Advances, 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.


 


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, ANY LENDER OR THE L/C ISSUER 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.


 






    	 	-126-	 



     


    

 


(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.


 


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.


 






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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:


 


(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.


 






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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.


 


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, the L/C Issuer 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.


 






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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.


 


(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 and issue Letters of Credit. 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.


 






    	 	-130-	 



     


    

 


(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.


 


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.


 






    	 	-131-	 



     


    

 


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.]


 



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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
	 	 	 
	 	ADMINISTRATIVE
    AGENT:
	 	 
	 	BMO HARRIS BANK N.A., as Administrative Agent
	 	 	 
	 	By:	/s/ L.M.
    Junior Del Brocco
	 	Name:	L.M. Junior
    Del Brocco
	 	Title:	Director
	 	 	 
	 	LENDERS:
	 	 	 
	 	BMO
HARRIS BANK N.A., as a Lender, 

an L/C Issuer and Swing Line Lender



	 	 
	 	By:	/s/ L.M.
    Junior Del Brocco
	 	Name:	L.M. Junior
    Del Brocco
	 	Title:	Director





 


Signature Page to Credit Agreement


 






    	 	-133-	 



     


    

 





	 	Bank
    of America, N.A., as a Lender
	 	 	 
	 	By:	/s/
    Thomas C. Kilcrease
	 	Name:	Thomas
    C. Kilcrease
	 	Title:	SVP
	 	 	 
	 	Comerica
    Bank, as a Lender
	 	 	 
	 	By:	/s/
    Daniel J. Roesner
	 	Name:	Daniel
    J. Roesner
	 	Title:	Vice
    President
	 	 	 
	 	Capital
    One, National Association, as a Lender
	 	 	 
	 	By:	/s/
    Anthony J. Timpanaro
	 	Name:	Anthony
    J. Timpanaro
	 	Title:	Senior
    Vice President
	 	 	 
	 	Franklin
    Synergy Bank, as a Lender
	 	 
	 	By:	/s/
    Lisa Fletcher
	 	Name:	Lisa
    Fletcher
	 	Title:	Senior
    Vice President
	 	 	 
	 	WebBank,
    as a Lender
	 	 	 
	 	By:	/s/
    Mark Howard
	 	Name:	Mark
    Howard
	 	Title:	SVP-
    Chief Financial Officer




 





Signature Page to Credit Agreement


 


-134-