EXHIBIT 10.1


 





EXECUTION
VERSION


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


Fourth Amendment to Credit
Agreement dated as of December 27, 2022 (this “Amendment”) by and among Weber-Stephen Products LLC, a Delaware limited
liability company (the “Borrower”), Weber-Stephen Products Belgium BV, a Belgium private limited company with registered
office at Blarenberglaan 6, box 4, 2800 Mechelen, Belgium, registered with the Crossroads Bank for Enterprises under number 0479.047.366
RPR/RPM (Antwerp, division Mechelen) (the “Euro Borrower”) and Bank of America, N.A., as administrative agent
(in such capacity, the “Administrative Agent”) and the Revolving Facility Lenders party hereto (collectively, the “Consenting
Lenders”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the
Euro Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as an Issuing Bank, as Swingline Lender and as Administrative
Agent are parties to that certain Credit Agreement dated as of October 30, 2020 (as amended by the First Amendment to Credit Agreement
dated as of July 16, 2021, as further amended by the Second Amendment to Credit Agreement dated as of August 13, 2021, as further amended
by the 2022 Incremental Facility Amendment dated as of March 2, 2022 and as further amended, restated, amended and restated, supplemented
or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).


 


WHEREAS, the Borrower and
the Euro Borrower have requested that the Administrative Agent and the Revolving Facility Lenders amend the Existing Credit Agreement,
and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Consenting Lenders party hereto
(constituting the Required Revolving Facility Lenders) are willing to do so, on the terms set forth herein.


 


Accordingly, in accordance
with Section 9.08 of the Existing Credit Agreement, the Borrower, the Euro Borrower, the Administrative Agent and the Consenting
Lenders agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01. Definitions.
Unless otherwise defined herein, capitalized terms defined in the Existing Credit Agreement after giving effect to this Amendment (the
“Amended Credit Agreement”) have the same meanings when used in this Amendment.


 


ARTICLE II

CONTINGENT FEE


 


Section 2.01.  Contingent
Fee.  In the event that a Covenant Waiver Termination Event has occurred and the Borrower has not complied with the Financial
Covenant for the fiscal quarter then most recently ended for which financial statements have been (or were required to be) delivered pursuant
to Section 5.04(a) or 5.04(b) of the Amended Credit Agreement (it being understood that calculation of the Financial Covenant
for this purpose shall not give effect to any BDT Loan Agreement Cure), the Borrower shall pay to the Administrative Agent, for the account
of each Consenting Lender, a non-refundable and fully earned fee (the “Contingent Fee”) on each Interest Payment Date
applicable to the Revolving Facility Loans in an amount equal to 3.0% per annum of the principal amount of such Revolving Facility Loans
actually outstanding from time to time (a) in the case of a Eurocurrency Loan or a Term SOFR Loan, during the applicable Interest Period
and (b) in the case of an ABR Loan, during the period commencing on the later of (i) the date on which such ABR Loan was advanced and
(ii) the immediately preceding Interest Payment Date and continuing to such Interest Payment Date that the Contingent Fee is due. 
The Contingent Fee shall cease to accrue and shall no longer be payable on the date the Borrower has achieved compliance


 




     


     


    

with the Financial Covenant for any two consecutive fiscal quarters
ending on or after June 30, 2023 (regardless of whether (x) the Testing Condition is then satisfied and (y) the Borrower satisfies the
Financial Covenant for any subsequent fiscal quarter following such cessation). The date that the Borrower will be deemed to have achieved
such compliance shall be the date the Borrower delivers a Compliance Certificate to the Administrative Agent in accordance with Section
5.04(c) of the Amended Credit Agreement setting forth computations in reasonable detail demonstrating the same for such second consecutive
fiscal quarter (which second consecutive fiscal quarter shall not be earlier than the fiscal quarter ending September 30, 2023).


 


ARTICLE III

AMENDMENTS TO THE EXISTING CREDIT AGREEMENT


 


Section 3.01. Amendments.
Each of the parties hereto agrees that, effective on the Amendment Effective Date, the Existing Credit Agreement shall be amended to delete
the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto.


 


ARTICLE IV

CONDITIONS TO EFFECTIVENESS AND FUNDING; EFFECT


 


Section 4.01. Conditions
to Effectiveness of the Amendment. This Amendment shall become effective on the first date (the “Amendment Effective
Date”) on which the following conditions precedent are satisfied (or waived):


 


(a)       Execution
and Delivery of this Amendment. The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Euro
Borrower, the Guarantors, and the Consenting Lenders (constituting the Required Revolving Facility Lenders)  a counterpart of this
Amendment signed on behalf of such party or  written evidence reasonably satisfactory to the Administrative Agent (which may include
delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”))
that such party has signed a counterpart of this Amendment.


 


(b)       Payment
of Expenses. The Administrative Agent shall have received reimbursement or payment of all reasonable and documented out-of-pocket
expenses of the Administrative Agent (including reasonable and documented out-of-pocket fees, charges and disbursements of Morgan, Lewis
& Bockius LLP) required to be reimbursed or paid by the Borrower hereunder or under any Loan Document on or prior to the Amendment
Effective Date, in each case, to the extent invoiced at least three Business Days prior to the Amendment Effective Date.


 


(c)       Amendment
Fee. The Borrower shall have paid to the Administrative Agent, for the account of each Consenting Lender who delivers its executed
signature page to the Administrative Agent on or prior to 5:00 p.m. (New York City time) on December 27, 2022 (as determined by the Administrative
Agent in its reasonable discretion) (or such later date and time as the Borrower may agree in its sole discretion), a non-refundable and
fully earned fee (the “Amendment Fee”) equal to 0.25% of each such Consenting Lender’s aggregate Revolving Facility
Commitments as of the Amendment Effective Date (other than that portion of the Revolving Facility Commitments of such Consenting Lenders
that is not available to be borrowed as of the Amendment Effective Date solely as a result of the condition precedent set forth in Section
4.01(f) of the Amended Credit Agreement).


 




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(d)       Legal
Opinion. The Administrative Agent (or its counsel) shall have received, on behalf of itself and the Consenting Lenders, a written
opinion of Davis Polk & Wardwell LLP, as New York counsel for the Borrower (A) dated the Amendment Effective Date and (B) addressed
to the Administrative Agent and the Consenting Lenders on the Amendment Effective Date.


 


For purposes of determining
compliance with the conditions specified in this Section 4.01, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment shall have
received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.


 


Section 4.02. Effects
of this Amendment.


 


(a)       On
the Amendment Effective Date, the Existing Credit Agreement will be automatically amended to reflect the amendments thereto provided for
in this Amendment. The rights and obligations of the parties hereto shall be governed prior to the Amendment Effective Date, by the Existing
Credit Agreement and on and after the Amendment Effective Date, by this Amendment and the Amended Credit Agreement. Once the Amendment
Effective Date has occurred, all references to the Existing Credit Agreement in any document, instrument, agreement, or writing shall
be deemed to refer to the Amended Credit Agreement.


 


(b)       Other
than as specifically provided herein, this Amendment shall not operate as a waiver or amendment of any right, power or privilege of the
Administrative Agent or any Lender under the Existing Credit Agreement or any other Loan Document or of any other term or condition of
the Existing Credit Agreement or any other Loan Document, nor shall the entering into of this Amendment preclude the Administrative Agent
and/or any Lender from refusing to enter into any further waivers or amendments with respect thereto. This Amendment is not intended by
any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative
Agent or any Lender except as expressly stated herein, and no Lender shall have any obligation to extend credit to the Borrower or the
Euro Borrower other than pursuant to the strict terms of the Existing Credit Agreement and the other Loan Documents, as amended or supplemented
to date (including by means of this Amendment). Except as specifically amended by this Amendment, the Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


Section 5.01. Representations
and Warranties of the Borrower and the Euro Borrower. In order to induce the Administrative Agent and the Consenting Lenders to
enter into this Amendment, the Borrower and the Euro Borrower represent and warrant, as of the Amendment Effective Date, as set forth
below:


 


(a)       Authorization.
The execution, delivery and performance by the Borrower and the Euro Borrower of this Amendment have been duly authorized by all corporate,
partnership, limited liability company action or similar action required to be obtained by the Borrower and the Euro Borrower and will
not  violate (A) any material provision of law, statute, rule or regulation applicable to the Borrower or the Euro Borrower, (B)
the certificate or articles of incorporation or formation or other constitutive documents (including any partnership, limited liability
company or operating agreements or by-laws) of the Borrower or the Euro Borrower, (C) any applicable order of any court or any rule, regulation
or order of any


 




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Governmental Authority applicable to the Borrower or the Euro Borrower
or (D) any provision of any indenture, material agreement or other material instrument to which the Borrower or the Euro Borrower is a
party or by which any of them or any of their property is or may be bound,  result in a breach of or constitute (alone or with due
notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or
obligation (including any payment) under such indenture, material agreement or other material instrument, where any such conflict, violation
or breach or default referred to in clause (i) or (ii) of this Section 5.01(a) would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, or  result in the creation or imposition of any Lien upon or with respect to any
property or assets now owned or hereafter acquired by the Borrower or the Euro Borrower, other than the Liens created by the Loan Documents
and Permitted Liens.


 


(b)       Enforceability.
This Amendment has been duly executed and delivered by the Borrower and the Euro Borrower and constitutes a legal, valid and binding obligation
of the Borrower and the Euro Borrower enforceable against the Borrower and the Euro Borrower in accordance with its terms, subject to
 the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’
rights generally,  general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law),  implied covenants of good faith and fair dealing and  the Legal Reservations.


 


(c)       Representations
and Warranties. The representations and warranties set forth in the Loan Documents are true and correct in all material respects
(except where such representations and warranties are already qualified by materiality, in which case such representations and warranties
shall be true and correct in all respects) as of the Amendment Effective Date, in each case, with the same effect as though made on and
as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all material respects (except where such representations and warranties
are already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) as
of such earlier date).


 


(d)       No
Default. As of the Amendment Effective Date, no Event of Default or Default has occurred and is continuing.


 


ARTICLE VI

MISCELLANEOUS


 


Section 6.01. Headings.
The various headings of this Amendment are included for convenience of reference only and shall not affect the interpretation of this
Amendment or any provision hereof.


 


Section 6.02. Execution
in Counterparts; Electronic Execution. This Amendment may be executed in two or more counterparts, each of which shall constitute
an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section
4.01. Delivery of an executed counterpart to this Amendment by facsimile transmission (or other electronic transmission pursuant to
procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall
be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in this Amendment or any other document to be signed in connection
with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, electronic records or the
electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, each of
which shall be of the same legal effect, validity or enforceability as a


 




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manually executed signature, physical delivery thereof or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.


 


Section 6.03. Successors
and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns to the extent such successors and assignees are permitted successors and assignees as provided in Section 8.09
or 9.04 of the Amended Credit Agreement.


 


Section 6.04. Amendments
and Waivers. Neither this Amendment nor any terms hereof may be amended, supplemented, waived or modified except in accordance
with the provisions of Section 9.08 of the Amended Credit Agreement.


 


Section 6.05. Governing
Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, INCLUDING BUT NOT LIMITED
TO THE VALIDITY, INTERPRETATION, CONSTRUCTION, BREACH, ENFORCEMENT OR TERMINATION HEREOF AND THEREOF, AND WHETHER ARISING IN CONTRACT
OR TORT OR OTHERWISE, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS THEREOF (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 AND SECTION 5-1402).


 


Section 6.06. Submission
to Jurisdiction; Waivers. This Amendment shall further be subject to the provisions of Section 9.15 of the Amended Credit
Agreement mutatis mutandis.


 


Section 6.07. Waiver
of Right to Trial by Jury. This Amendment shall further be subject to the provisions of Section 9.11 of the Amended Credit
Agreement mutatis mutandis.


 


Section 6.08. Entire
Agreement. This Amendment and the other Loan Documents constitute the entire contract between the parties relative to the subject
matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter
hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.


 


Section 6.09. Acknowledgement
and Reaffirmation. Each Guarantor listed on the signature pages hereof hereby acknowledges that it has reviewed this Amendment
and hereby consents to the execution, delivery and performance thereof by the Borrower, the Euro Borrower and the Guarantors. Each of
the Borrower, the Euro Borrower and the Guarantors hereby confirm its obligation under each Loan Document to which it is a party and agrees
that, after giving effect to the Amendment, neither the modification of the Existing Credit Agreement or any other Loan Document effected
pursuant to the Amendment, nor the execution, delivery, performance or effectiveness of this Amendment or any other Loan Document impairs
the validity or effectiveness, nor constitutes a novation, of any Loan Document to which it is a party or impairs the validity, effectiveness
or priority of the Liens granted pursuant to any other Loan Document to which it is a party or by which it is otherwise bound.


 




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Section 6.10. Loan Document
Pursuant to Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Existing
Credit Agreement and the other Loan Documents and shall be construed, administered and applied in accordance with all of the terms and
provisions of the Existing Credit Agreement (and, following the date hereof, the Amended Credit Agreement). From and after the Amendment
Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein”, or words of like import, and each reference to the Existing Credit Agreement in any other Loan Document shall be
deemed a reference to the Amended Credit Agreement.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Amendment on the day and year first written above.


 


	 	WSP INTERMEDIATECO, LLC,

as Holdings	 
	 	 	 
	 	 	 
	 	By:	/s/ William J. Horton
	 	 	Name:William J. Horton	 
	 	 	Title:Chief Financial Officer	 
	 		 	 
	 	WEBER-STEPHEN PRODUCTS LLC,

as the Borrower	 
	 	 	 
	 	 	 
	 	By:	/s/ William J. Horton
	 	 	Name:William J. Horton	 
	 	 	Title:Chief Financial Officer	 
	 	 	 	 
	 	 	 
	 	WEBER-STEPHEN PRODUCTS BELGIUM BV,

as the Euro Borrower	 
	 	 	 
	 	 	 
	 	By:	/s/ Francois Lepeltier
	 	 	Name: Francois Lepeltier	 
	 	 	Title:Director	 
	 	 	 	 
	 	 	 	 
	 	

WEBER-STEPHEN WORLDWIDE EXPORT SALES CORPORATION,

as a Guarantor	 
	 	 	 
	 	 	 
	 	By:	/s/ William J. Horton
	 	 	Name:William J. Horton	 
	 	 	Title:President and Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	
 JUNE LIFE HOLDINGS I, LLC,
 as a Guarantor

                                                                 By: Weber-Stephen Products LLC, its sole member
	 
	 	 	 
	 	 	 
	 	By:	/s/ William J. Horton
	 	 	Name:William J. Horton	 
	 	 	Title:Chief Financial Officer	 


 


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	 	JUNE LIFE HOLDINGS II, LLC,
 as a Guarantor

                                                                 By: June Life Holdings I, LLC, its sole member

                                                                 By: Weber-Stephen Products LLC, its sole member 
	 
	 	 	 
	 	 	 
	 	By:	/s/ William J. Horton
	 	 	Name:William J. Horton	 
	 	 	Title:Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	
    JUNE LIFE, LLC,

    as a Guarantor

    By: June Life Holdings II, LLC, its sole member

    By: June Life Holdings I, LLC, its sole member

    By: Weber-Stephen Products LLC, its sole member


    
	 
	 	 	 
	 	 	 
	 	By:	/s/ William J. Horton
	 	 	Name:William J. Horton	 
	 	 	Title:Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	
    1952 VENTURES, LLC,

    as a Guarantor

    
	 
	 	 	 
	 	 	 
	 	By:	/s/ William J. Horton
	 	 	Name:William J. Horton	 
	 	 	Title:President and Chief Financial Officer	 


 


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	 	ADMINISTRATIVE AGENT:	 
	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent


	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Felicia Brinson	 
	 	 	Name: Felicia Brinson	 
	 	 	Title: Assistant Vice President	 


 


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	 	LENDERS:	 
	 	 	 	 
	 	Capital One, National Association, as a Consenting Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert P. Harvey	 
	 	 	Name:Robert P. Harvey	 
	 	 	Title:Duly Authorized Signatory	 


 


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	 	LENDERS:	 
	 	 	 	 
	 	GOLDMAN SACHS BANK USA, as a Consenting Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Keshia Leday	 
	 	 	Name:Keshia Leday	 
	 	 	Title:Authorized Signatory	 


 


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	 	LENDERS:	 
	 	 	 	 
	 	JPMorgan Chase Bank, N.A., as a Consenting Lender


	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Richard Barritt	 
	 	 	Name:Richard Barritt	 
	 	 	Title:Executive Director	 


 


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	 	LENDERS:	 
	 	 	 	 
	 	UBS AG, Stamford Branch, as a Consenting Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Houssem Daly	 
	 	 	Name:Houssem Daly	 
	 	 	Title:Director	 
	 	 	 	 
	 	 	 	 


	 	By:	/s/ Danielle Calo	 
	 	 	Name:Danielle Calo	 
	 	 	Title:Associate Director	 


 


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	 	LENDERS:	 
	 	 	 	 
	 	Well Fargo Bank, N.A., as a Consenting Lender


	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jeffrey K. Scott	 
	 	 	Name:Jeffrey K. Scott	 
	 	 	Title:Senior Vice President	 


 


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	 	LENDERS:	 
	 	 	 	 
	 	Bank of Montreal, as a Consenting Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Joshua Hovermale	 
	 	 	Name:Joshua Hovermale	 
	 	 	Title:Managing Director	 


 


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EXHIBIT A


 


Amended Credit Agreement


 


See attached.


 



     


     


    
Exhibit A


  


 






CREDIT AGREEMENT1





 


dated as of October 30, 2020



by and among



WEBER-STEPHEN PRODUCTS LLC,

as the Borrower,


 


WEBER-STEPHEN PRODUCTS BELGIUM BV,


 


as the Euro
Borrower,



THE LENDERS AND ISSUING BANKS PARTY HERETO,



BANK OF AMERICA, N.A.,

as Administrative Agent,

_________________


 


BANK OF AMERICA, N.A.,


 


BMO CAPITAL MARKETS CORP.,


 


CITIBANK, N.A.,


 


JPMORGAN CHASE BANK, N.A.,


 


MORGAN STANLEY SENIOR FUNDING, INC.,


 


UBS SECURITIES LLC,


 


AND


 


WELLS FARGO SECURITIES, LLC,



as Joint Lead Arrangers and Joint Bookrunners for the Initial Term B Facility and Initial Revolving Facility 


 


and


 


 


 






1
Reflecting that certain ThirdFourth
Amendment, dated as of March 2December
27, 2022.


 







    	 



    	 



    



BANK OF AMERICA, N.A.,


 


BMO CAPITAL MARKETS CORP.,


 


CAPITAL ONE, NATIONAL ASSOCIATION,


 


CITIGROUP GLOBAL MARKETS INC.,


 


JPMORGAN CHASE BANK, N.A.,


 


WELLS FARGO SECURITIES, LLC,


 


GOLDMAN SACHS BANK USA,


 


UBS SECURITIES LLC,


 


AND


 


FIFTH THIRD BANK, NATIONAL ASSOCIATION



as Joint Lead Arrangers and Joint Bookrunners for the 2022 Incremental Term B Facility 


 







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TABLE
OF CONTENTS


 


	Article
    I Definitions	1
	Section 1.01	Defined Terms	1
	Section 1.02	Terms Generally	87
	Section 1.03	Effectuation of Transaction	88
	Section 1.04	Pro Forma and Other Calculations	88
	Section 1.05	Timing of Payment or Performance	90
	Section 1.06	Times of Day	91
	Section 1.07	Divisions	91
	Section 1.08	[Reserved]	91
	Section 1.09	Exchange Rates; Currency Equivalent.	91
	Section 1.10	Additional Alternative Currencies	91
	Section 1.11	Change of Currency	92
	Section 1.12	Belgian Terms.	93
	Article
    II The
    Credits	94
	Section 2.01	Commitments	94
	Section 2.02	Loans and Borrowings	94
	Section 2.03	Requests for Borrowings	95
	Section 2.04	Swingline Loans.	97
	Section 2.05	Letters of Credit	98
	Section 2.06	Funding of Borrowings	105
	Section 2.07	Interest Elections	106
	Section 2.08	Termination and Reduction of Commitments	107
	Section 2.09	Repayment of Loans; Evidence of Debt	108
	Section 2.10	Repayment of Term Loans and Revolving Facility Loans	109
	Section 2.11	Prepayment of Loans	111
	Section 2.12	Fees	114
	Section 2.13	Interest	116
	Section 2.14	Alternate Rate of Interest	117
	Section 2.15	Increased Costs	121
	Section 2.16	Break Funding Payments	122
	Section 2.17	Taxes	123
	Section 2.18	Payments Generally; Pro Rata Treatment; Sharing of
    Set-offs	127
	Section 2.19	Mitigation Obligations; Replacement of Lenders	129
	Section 2.20	Illegality	131



 




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	Section 2.21	Incremental Commitments	131
	Section 2.22	Defaulting Lender	143
	Article
    III Representations
    and Warranties	146
	Section 3.01	Organization; Powers	146
	Section 3.02	Authorization	146
	Section 3.03	Enforceability	146
	Section 3.04	Governmental Approvals	147
	Section 3.05	Financial Statements	147
	Section 3.06	No Material Adverse Effect	147
	Section 3.07	Title to Properties	147
	Section 3.08	Subsidiaries	148
	Section 3.09	Litigation; Compliance with Laws	148
	Section 3.10	Federal Reserve Regulations	148
	Section 3.11	Investment Company Act	148
	Section 3.12	Use of Proceeds	148
	Section 3.13	Taxes	149
	Section 3.14	No Material Misstatements	149
	Section 3.15	Employee Benefit Plans	150
	Section 3.16	Environmental Matters	150
	Section 3.17	Security Documents	151
	Section 3.18	Solvency	152
	Section 3.19	Intellectual Property; Licenses, Etc	152
	Section 3.20	Labor Matters	152
	Section 3.21	USA PATRIOT Act; OFAC.	153
	Section 3.22	Foreign Corrupt Practices Act	153
	Section 3.23	Small-Medium Sized Enterprises	153
	Section 3.24	Beneficial Ownership	153
	Article
    IV Conditions
    of Lending	154
	Section 4.01	All Credit Events	154
	Section 4.02	First Credit Event	154
	Article
    V Affirmative
    Covenants	156
	Section 5.01	Existence; Business and Properties	156
	Section 5.02	Insurance	157
	Section 5.03	Taxes	158
	Section 5.04	Financial Statements, Reports, Lender Calls, etc.	158
	Section 5.05	Litigation and Other Notices	161



 







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	Section 5.06	Compliance with Laws	161
	Section 5.07	Maintaining Records; Access to Properties and Inspections	161
	Section 5.08	Use of Proceeds	162
	Section 5.09	Compliance with Environmental Laws	162
	Section 5.10	Further Assurances; Additional Security	162
	Section 5.11	Rating	165
	Section 5.12	Post-Closing	165
	Section 5.13	Ownership of Material Intellectual Property	166
	Section 5.14	Business of the Borrower and the Subsidiaries	166
	Section 5.15	Maintenance of Fiscal Year	166
	Article VI Negative Covenants	166
	Section 6.01	Indebtedness	166
	Section 6.02	Liens	174
	Section 6.03	Sale and Lease-Back Transactions	180
	Section 6.04	Investments, Loans and Advances	181
	Section 6.05	Mergers, Consolidations, Sales of Assets and Acquisitions	185
	Section 6.06	Dividends and Distributions	189
	Section 6.07	Transactions with Affiliates	193
	Section 6.08	[Reserved]	196
	Section 6.09	Limitation on Payments and Modifications of Indebtedness.	196
	Section 6.10	[Reserved]	200
	Section 6.11	Financial Covenant	200
	Section 6.12	Tax residence	200
	ARTICLE VIA  Holdings Negative Covenants	201
	Article VII Events of Default	202
	Section 7.01	Events of Default	202
	Section 7.02	Treatment of Certain Payments	205
	Section 7.03	Right to Cure	205
	Article VIII The Agents	206
	Section 8.01	Appointment	206
	Section 8.02	Delegation of Duties	207
	Section 8.03	Exculpatory Provisions	208
	Section 8.04	Reliance by Agents	209
	Section 8.05	Notice of Default	210
	Section 8.06	Non-Reliance on Agents and Other Lenders	210
	Section 8.07	Indemnification	211



 







    iii 


     


    

 


	Section 8.08	Agent in Its Individual Capacity	212
	Section 8.09	Successor Agents	212
	Section 8.10	Arrangers and Bookrunners	214
	Section 8.11	Security Documents, Collateral Agent and Intercreditor
    Agreement	214
	Section 8.12	Right to Realize on Collateral and Enforce Guarantees	215
	Section 8.13	Withholding Tax	216
	Section 8.14	Electronic Communications	217
	Section 8.15	Rights as a Lender	218
	Section 8.16	Certain ERISA Matters	218
	Article
    IX Miscellaneous	219
	Section 9.01	Notices; Communications	219
	Section 9.02	Survival of Agreement	220
	Section 9.03	Binding Effect	221
	Section 9.04	Successors and Assigns	221
	Section 9.05	Expenses; Indemnity	228
	Section 9.06	Right of Set-off	230
	Section 9.07	Applicable Law	231
	Section 9.08	Waivers; Amendment	231
	Section 9.09	Interest Rate Limitation	235
	Section 9.10	Entire Agreement	235
	Section 9.11	WAIVER OF JURY TRIAL	236
	Section 9.12	Severability	236
	Section 9.13	Counterparts; Electronic Execution of Assignments
    and Certain Other Documents	236
	Section 9.14	Headings	237
	Section 9.15	Jurisdiction; Consent to Service of Process	237
	Section 9.16	Confidentiality	238
	Section 9.17	Platform; Borrower Materials	239
	Section 9.18	Release of Liens and Guarantees	240
	Section 9.19	[Reserved]	242
	Section 9.20	USA PATRIOT Act and Beneficial Ownership Regulation
    Notice	242
	Section 9.21	Affiliate Lenders	242
	Section 9.22	Agency of the Borrower for the Company Parties	244
	Section 9.23	No Liability of the Issuing Banks	244
	Section 9.24	Acknowledgment and Consent to Bail-In of Affected
    Financial Institutions	244
	Section 9.25	No Advisory or Fiduciary Responsibility	245
	Section 9.26	Acknowledgement Regarding Any Supported QFCs	246
	Section 9.27	Judgment Currency	247



 







    iv 


     


    

 





	Exhibits and Schedules
	Exhibit A	Form of Assignment and Acceptance
	Exhibit B	Form of Administrative Questionnaire
	Exhibit C-1	Form of Borrowing Request
	Exhibit C-2	Form of Swingline Borrowing Request
	Exhibit D	Form of Interest Election Request
	Exhibit E	Form of Permitted Loan Purchase Assignment and Acceptance
	Exhibit F-1	Form of Non-Bank Tax Certificate (Lenders/Non-Partnerships)
	Exhibit F-2	Form of Non-Bank Tax Certificate (Lenders/Partnerships)
	Exhibit F-3	Form of Non-Bank Tax Certificate (Participants/Non-Partnerships)
	Exhibit F-4	Form of Non-Bank Tax Certificate (Participants/Partnerships)
	Exhibit G	Form of Solvency Certificate
	Exhibit H	Form of Prepayment Notice
	Exhibit I 	Form of Compliance Certificate
	Exhibit J-1	Form of Term Note
	Exhibit J-2	Form of Revolving Note
	Exhibit K-1	Form of Acceptable Permitted Junior Intercreditor Agreement
	Exhibit K-2	Form of Acceptable Permitted Pari Passu Intercreditor Agreement 
	Schedule 1.01(A)	Certain Excluded Equity Interests
	Schedule 1.01(B)	Closing Date Immaterial Subsidiaries
	Schedule 1.01(C)	Existing Roll-Over Letters of Credit and Bank Guarantees
	Schedule 1.01(D)	Closing Date Unrestricted Subsidiaries
	Schedule 1.01(E)	Existing Cash Management Banks and Hedge Banks
	Schedule 2.01	Commitments
	Schedule 3.04	Governmental Approvals
	Schedule 3.05	Financial Statements
	Schedule 3.08(a)	Subsidiaries
	Schedule 3.09	Litigation
	Schedule 3.13	Taxes
	Schedule 3.16	Environmental Matters
	Schedule 3.19	Intellectual Property
	Schedule 3.20	Labor Matters
	Schedule 5.12	Post-Closing Items
	Schedule 6.01	Indebtedness
	Schedule 6.02(a)	Liens
	Schedule 6.04	Investments
	Schedule 6.07	Transactions with Affiliates
	Schedule 9.01	Notice Information


 







    v 


     


    

THIS CREDIT AGREEMENT, dated as of October 30, 2020 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”),
by and among WEBER-STEPHEN PRODUCTS LLC, a Delaware limited liability company (the “Borrower”), WEBER-STEPHEN PRODUCTS
BELGIUM BV, a Belgium private limited company with registered office at Blarenberglaan 6, box 4, 2800 Mechelen, Belgium, registered with
the Crossroads Bank for Enterprises under number 0479.047.366 RPR/RPM (Antwerp, division Mechelen) (the “Euro Borrower”),
the LENDERS party hereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”) for the Lenders and Collateral Agent for the Secured Parties.


 


RECITALS


 


WHEREAS, in connection with the consummation of the Transactions
(as defined herein), the Borrower has requested that the Lenders and the Issuing Banks hereunder extend credit in the form of (a) Initial
Term B Loans in an original aggregate principal amount equal to $1,250,000,000 and (b) an Initial Revolving Facility in an original
aggregate committed principal amount of $300,000,000, in each case subject to increase as provided herein; and


 


WHEREAS, the Lenders and the Issuing Banks are willing to extend
such credit to the Borrower and the Euro Borrower on the terms and subject to the conditions set forth herein.


 


WHEREAS, pursuant to (x) Section 2.21 of the Credit Agreement
(as in effect prior to the 2022 Incremental Amendment) and (y) that certain 2022 Incremental Term Facility Amendment dated as of March
2, 2022 by and among the Borrower, the Administrative Agent and the 2022 Incremental Lenders party thereto (the “2022 Incremental
Amendment”) the Borrower has requested that the 2022 Incremental Lenders extend credit in the form of 2022 Incremental Term
B Loans in an original aggregate principal amount equal to $250,000,000.


 


AGREEMENT


 


NOW, THEREFORE, for and in consideration of the premises herein
contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:


 


Article
I



Definitions


 


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


 


“2022 Incremental Amendment” shall have the meaning
assigned to such term in the recitals of this Agreement.


 


“2022 Incremental Amendment Effective Date” shall
mean the “Amendment Effective Date” as such term is defined in the 2022 Incremental Amendment.


 




    -2-


     


    

“2022 Incremental Lender” shall mean a Lender with
a 2022 Incremental Term B Loan Commitment or with outstanding 2022 Incremental Term B Loans.


 


“2022 Incremental Term
B Facility” shall mean the 2022 Incremental Term B Loan Commitments and the 2022 Incremental Term B Loans.


 


“2022 Incremental Term B Borrowing” shall mean any
Borrowing comprised of 2022 Incremental Term B Loans.


 


“2022 Incremental Term B Loan Commitment” shall
mean, with respect to each 2022 Incremental Term B Facility Lender, the commitment of such Lender to make 2022 Incremental Term B Loans
hereunder. The amount of each Lender’s 2022 Incremental Term B Loan Commitment as of the 2022 Incremental Amendment Effective Date
is set forth on Schedule 2.01 to the 2022 Incremental Amendment. The aggregate amount of the 2022 Incremental Term B Loan Commitments
as of the 2022 Incremental Amendment Effective Date is $250,000,000.


 


“2022 Incremental Term B Loans” shall mean the term
loans made by the Lenders to the Borrower pursuant to Section 2.01(e) pursuant to their 2022 Incremental Term B Loan Commitments.


 


“ABR” shall mean, for any day, a fluctuating rate
per annum equal to the highest of (a) the Federal Funds Effective Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect
on such day, (c) with respect to Initial Term B Loans and the Initial Revolving Facility Loans, the Adjusted LIBO Rate applicable to Dollar
borrowings for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day)
plus 1.0% and (d) with respect to the 2022 Incremental Term Loans, Term SOFR plus 1.0%; provided that if ABR shall be less than
zero, such rate shall be deemed zero for purposes of this Agreement. Any change in such rate due to a change in the Prime Rate, the Federal
Funds Effective Rate, Term SOFR or the Adjusted LIBO Rate applicable to Dollars shall be effective from and including the effective date
of such change in the Prime Rate, the Federal Funds Effective Rate. Term SOFR or the Adjusted LIBO Rate applicable to Dollars, as the
case may be.


 


“ABR Borrowing” shall mean a Borrowing comprised
of ABR Loans.


 


“ABR Loan” shall mean any ABR Term Loan, ABR Revolving
Loan or Swingline Loan.


 


“ABR Revolving Facility Borrowing” shall mean a
Borrowing comprised of ABR Revolving Loans.


 


“ABR Revolving Loan” shall mean any Revolving Facility
Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.


 


“ABR Term Loan” shall mean any Term Loan bearing
interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.


 


“Additional Supply Chain Financing Arrangements”
shall have the meaning assigned to such term in the definition of “Permitted Supply Chain Obligations”.


 




    -3-


     


    

“Adjusted LIBO Rate” shall mean, with respect to
any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate in effect for such Interest
Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any; provided that (i) in
the case of Initial Revolving Facility Loans, if the Adjusted LIBO Rate shall be less than zero, such interest rate shall be deemed to
be zero and (ii) in the case of Initial Term B Loans, if the Adjusted LIBO Rate shall be less than 0.75%, such interest rate shall be
deemed to be 0.75%.


 


“Adjustment” shall have the meaning assigned to
such term in Section 2.14(a).


 


“Adjustment Date” shall have the meaning assigned
to such term in the definition of “Pricing Grid.”


 


“Administrative Agent” shall have the meaning assigned
to such term in the introductory paragraph of this Agreement, together with its permitted successors and assigns.


 


“Administrative Agent Fee Letter” shall mean the
Agency Fee Letter dated as of October 2, 2020 among the Administrative Agent, Bank of America, N.A., BofA Securities, Inc. and the Borrower.


 


“Administrative Agent Fees” shall have the meaning
assigned to such term in Section 2.12(c).


 


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


 


“Administrative Questionnaire” shall mean an Administrative
Questionnaire in the form of Exhibit B or such other form supplied by the Administrative Agent.


 


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


 


“Affiliate” shall mean, when used 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.


 


“Affiliate Lender” shall have the meaning assigned
to such term in Section 9.21(a).


 


“Agents” shall mean the Administrative Agent and
the Collateral Agent.


 


“Agreement” shall have the meaning assigned to such
term in the introductory paragraph of this Agreement, as may be amended, restated, supplemented or otherwise modified from time to time.


 


“Agreement Currency” shall have the meaning assigned
to such term in Section 9.27.


 




    -4-


     


    

“Alternative Currency” shall mean, collectively,
(a) Australian Dollars, Canadian Dollars, Euros and Sterling and (b) each currency (other than Australian Dollars, Canadian Dollars, Euros,
Sterling or Dollars) that is approved in accordance with Section 1.10.


 


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


 


“Anti-Corruption Laws” shall have the meaning assigned
to such term in Section 3.22.


 


“Applicable Commitment Fee” shall mean for any day
0.400% per annum; provided, however, that on and after the first Adjustment Date occurring after delivery of the financial
statements and any Compliance Certificate required by Section 5.04 upon the completion of one full fiscal quarter of the Borrower
after the Closing Date, the “Applicable Commitment Fee” will be determined pursuant to the Pricing Grid.


 


“Applicable Currency” shall mean Dollars or any
Alternative Currency that bears interest at a rate based on an LIBO Rate, as applicable.


 


“Applicable Date” shall have the meaning assigned
to such term in Section 9.08(f).


 


“Applicable Margin” shall mean for any day (i) with
respect to any Initial Revolving Facility Loan, 3.00% per annum in the case of any Eurocurrency Loan and 2.00% per annum in the case of
any ABR Loan; provided, however, that on and after the first Adjustment Date occurring after delivery of the financial statements
and any Compliance Certificate required by Section 5.04 upon the completion of one full fiscal quarter of the Borrower after the
Closing Date, the “Applicable Margin” with respect to any Initial Revolving Facility Loan will be determined pursuant to the
Pricing Grid; (ii) with respect to any Initial Term B Loan, 3.25% per annum in the case of any Eurocurrency Loan and 2.25% per annum in
the case of any ABR Loan; (iii) with respect to any 2022 Incremental Term B Loans, 4.25% per annum in the case of any Term SOFR Loan and
3.25% per annum in the case of any ABR Loan; and (iv) with respect to any Other Term Loan, the “Applicable Margin” set forth
in the Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment relating thereto.


 


“Applicable Reference Rate” shall mean the LIBO
Rate with respect to any Applicable Currency.


 


“Applicable Successor Rate” shall have the meaning
assigned to such term in Section 2.14(a).


 


“Approved Electronic Communications” shall mean
any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant
to any Loan Document or the transactions contemplated therein and which is distributed to Agents, Lenders or Issuing Banks by means of
electronic communications pursuant to Section 8.14.


 




    -5-


     


    

“Approved Fund” shall have the meaning assigned
to such term in Section 9.04(b)(ii).


 


“Arranger Fee Letter” shall mean the Arranger Fee
Letter dated as of October 2, 2020 among the Arrangers and the Borrower.


 


“Arrangers” shall mean, collectively, (i) with respect
to the Initial Term B Facility and Initial Revolving Facility, Bank of America, N.A., BMO Capital Markets Corp., Citibank, N.A., JPMorgan
Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC and (ii) with respect to the 2022 Incremental Term
B Facility, Bank of America, N.A., BMO Capital Markets Corp., Capital One, National Association, Citigroup Global Markets Inc., JPMorgan
Chase Bank, N.A., Wells Fargo Securities, LLC, Goldman Sachs Bank USA, UBS Securities LLC and Fifth Third Bank, National Association.


 


“Asset Sale” shall mean any loss, damage, destruction
or condemnation of, or any Disposition (including any sale and leaseback of assets) to any person of, any asset or assets of the Borrower
or any Subsidiary.


 


“Assignee” shall have the meaning assigned to such
term in Section 9.04(b)(i).


 


“Assignment and Acceptance” shall mean an assignment
and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and the Borrower (if required by Section
9.04), in the form of Exhibit A or such other form (including electronic documentation generated by use of an electronic platform)
as shall be approved by the Administrative Agent and reasonably satisfactory to the Borrower.


 


“Assignor” shall have the meaning assigned to such
term in Section 9.04(g).


 


“Australian Dollars” or “A$”
shall mean the lawful currency of Australia.


 


“Availability Period” shall mean, (a) with respect
to the Initial Revolving Facility Commitments, the period from and including the Closing Date to but excluding the earlier of the Initial
Revolving Facility Maturity Date and, in the case of each of the Initial Revolving Facility Loans, Revolving Facility Borrowings under
the Initial Revolving Facility, Letters of Credit issued under the Initial Revolving Facility, Swingline Loans and Swingline Borrowings
made under the Initial Revolving Facility, the date of termination of all of the Initial Revolving Facility Commitments; and (b) with
respect to any other Class of Revolving Facility Commitments, the period from and including the effective date for such Class of Revolving
Facility Commitments to but excluding the earlier of the Revolving Facility Maturity Date for such Class and, in the case of each of the
Revolving Facility Loans of such Class of Revolving Facility Commitments, Revolving Facility Borrowings under of such Class of Revolving
Facility Commitments, Letters of Credit issued under such Class of Revolving Facility Commitments, Swingline Loans and Swingline Borrowings
made under such Class of Revolving Facility Commitments, the date of termination of the Revolving Facility Commitments of such Class.


 


“Available Unused Commitment” shall mean, with respect
to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the amount by which (a)
the applicable Revolving Facility Commitment of such Revolving Facility


 




    -6-


     


    

Lender in respect of that Class of Revolving Facility Commitments at
such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender in respect of that Class at
such time.


 


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


 


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


 


“BDT Investor” shall mean BDT
Capital Partners, LLC and its Control Investment Affiliates. 


 


“Belgian Qualifying Lender” shall mean, in respect
of any interest payment made by the Euro Borrower under this Agreement, a Lender which is beneficially entitled to interest payable to
that Lender, and which is:


 


		(a)	a credit institution (within the meaning of Article 105, 1° a) of the Royal Decree implementing the
Belgian Income Tax Code 1992) that is resident in Belgium for Belgian tax purposes or which is acting through a facility office in Belgium;



 


		(a)	a professional investor (within the meaning of Article 105, 3° of the Royal Decree implementing the
Belgian Income Tax Code 1992) which is a company resident for tax purposes in Belgium or which is acting through a Belgian establishment
with which the Loan is effectively connected;



 


		(b)	a credit institution (within the meaning of Article 107, §2, 5°, a), second dash of the Royal
Decree implementing the Belgian Income Tax Code 1992) that is acting through its head office and is resident for tax purposes in:



 


		(i)	a member state of the European Economic Area; or



 


		(ii)	a jurisdiction with which Belgium has entered into a Tax treaty that is in force (irrespective of whether
or not that Tax Treaty makes provision for exemption from tax imposed by Belgium on interest);



 


		(c)	a credit institution (within the meaning of Article 107, §2, 5°, a), second dash of the Royal
Decree implementing the Belgian Income Tax Code 1992) that is acting through a facility office that itself qualifies as a credit institution
(within the



 




    -7-


     


    

meaning of Article 107, §2, 5°, a), second dash
of the Royal Decree implementing the Belgian Income Tax Code 1992) that is located in:


 


		(i)	a member state of the European Economic Area; or



 


		(ii)	a jurisdiction with which Belgium has entered into a Tax treaty that is in force (irrespective of whether
or not that Tax treaty makes provision for exemption from tax imposed by Belgium on interest); or



 


		(d)	a Belgian Treaty Lender.



 


“Belgian Treaty Lender” shall mean a Lender which
(i) is treated for the purposes of a relevant Tax treaty as a resident of a jurisdiction having a Tax treaty with Belgium which makes
provision for full exemption from Tax imposed by Belgium on interest (ii) does not carry on a business in Belgium through a permanent
establishment with which that Lender's participation in a Loan is effectively connected; and (iii) fulfils any conditions (subject to
the completion of any necessary procedural formalities) which must be fulfilled under the relevant Tax treaty in order for that Lender
to benefit from an exemption from Tax on interest imposed by Belgium.


 


“Belgian SME Act” shall have the meaning assigned
to such term in Section 3.23.


 


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


 


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


 


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


 


“BHC Act Affiliate” has the meaning specified in
Section 9.26.


 


“Big Boy Letter” shall mean a letter from a Lender
acknowledging that (i) an assignee may have information regarding Holdings, the Borrower and its Subsidiaries, their ability to perform
the Loan Obligations or any other material information that has not previously been disclosed to the Administrative Agent and the Lenders
(“Excluded Information”), (ii) the Excluded Information may not be available to such Lender, (iii) such Lender has
independently and without reliance on any other party made its own analysis and determined to assign Term Loans to such assignee pursuant
to Section 9.04 notwithstanding its lack of knowledge of the Excluded Information and (iv) such Lender permanently waives and releases
any and all claims it may have against the Administrative Agent, such assignee (and its Affiliates), Holdings, the Borrower and its Subsidiaries
with respect to the nondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to such assignee,
the Administrative Agent and assigning Lender.


 




    -8-


     


    

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


 


“Board of Directors” shall mean, as to any person,
the board of directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of
directors or other governing body of such entity.


 


“Bona Fide Debt Fund” shall mean any debt fund,
investment vehicle, regulated bank or non-regulated lending entity that is primarily engaged in making, purchasing, holding or otherwise
investing in commercial loans or bonds and/or similar extensions of credit in the ordinary course of business (and not primarily engaged
in investing in distressed or opportunistic decisions) and which is managed, sponsored or advised by any Person controlling, controlled
by or under common control with (a) any bona fide business competitor of Holdings or the Borrower and/or any of its Subsidiaries or (b)
any Affiliate of such competitor, but, in each case, with respect to which no personnel involved with any investment in such Person or
the management, control or operation of such Person (i)(i) makes, has the right to make or participates with others in making any
investment decisions with respect to such Person or (ii)(ii) has access to any information (other than information that is publicly
available) relating to Holdings, the Borrower or its Subsidiaries or any entity that forms a part of any of their respective businesses;
it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that is separately identified
to the Arrangers or the Administrative Agent in accordance with clause (i) of the definition of “Ineligible Institution” or
any reasonably identifiable Affiliate of any such Person on the basis of such Affiliate’s name.


 


“Borrower” shall have the meaning assigned to such
term in the recitals hereto.


 


“Borrower Materials” shall have the meaning assigned
to such term in Section 9.17(a).


 


“Borrowing” shall mean a group of Loans of a single
Type under a single Facility, and made on a single date and, in the case of Eurocurrency Loans or Term SOFR Loans, as to which a single
Interest Period is in effect.


 


“Borrowing Minimum” shall mean (a) in the case of
Eurocurrency Loans or Term SOFR Loans, an amount the Dollar Equivalent of which is $5,000,000, (b) in the case of ABR Loans, an amount
the Dollar Equivalent of which is $500,000 and (c) in the case of Swingline Loans, an amount the Dollar Equivalent of which is $500,000.


 


“Borrowing Multiple” shall mean (a) in the case
of Eurocurrency Loans or Term SOFR Loans, an amount the Dollar Equivalent of which is $1,000,000, (b) in the case of ABR Loans, an amount
the Dollar Equivalent of which is $100,000 and (c) in the case of Swingline Loans, an amount the Dollar Equivalent of which is $100,000.


 


“Borrowing Request” shall mean a request by the
Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1 or another form approved
by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the
Administrative Agent).


 




    -9-


     


    

“Budget” shall have the meaning assigned to such
term in Section 5.04(e).


 


“Business Day” shall mean any day that is not a
Saturday, Sunday or other day on which commercial banks are authorized or required by law to remain closed, or are in fact closed, in
the state where the Administrative Agent’s Office is located; provided that (i) when used in connection with a Eurocurrency
Loan denominated in Dollars, including any interest rate settings as to any such Eurocurrency Loan any fundings, disbursements, settlements
and payments in Dollars in respect of any such Eurocurrency Loan or any other dealings in Dollars to be carried out pursuant to this Agreement
in respect of any such Eurocurrency Loan the term “Business Day” shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market; (ii) when used in connection with a Eurocurrency Loan denominated in Euros,
including any interest rate settings as to any such Eurocurrency Loan any fundings, disbursements, settlements and payments in Euros in
respect of any such Eurocurrency Loan or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Loan, the term “Business Day” shall mean a TARGET Day and (iii) when used in connection with a Eurocurrency
Loan denominated in a currency other than Dollars or Euros, including any interest rate settings as to any such Eurocurrency Loan, any
fundings, disbursements, settlements and payments in any such currency in respect of any such Eurocurrency Loan, or any other dealings
in any such currency to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, the term “Business Day”
shall mean any day that is not a Saturday, Sunday or other day on which commercial banks are not open for foreign exchange business in
the principal financial center of the country of the applicable currency.


 


“Canadian Dollars” and “C$” shall
mean the lawful currency of Canada.


 


“Capital Expenditures” shall mean, for any person
in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP,
are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash
flows of such person.


 


“Capitalized Lease Obligations” shall mean, at the
time any determination thereof is to be made, subject to Section 1.02(a), the amount of the liability in respect of a capital
lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
in accordance with GAAP; provided that obligations of the Borrower or its Subsidiaries, or of a special purpose or other entity
not consolidated with the Borrower and its Subsidiaries, either existing on the Closing Date or created thereafter that (a) initially
were not included on the consolidated balance sheet of the Borrower as capital lease obligations and were subsequently recharacterized
as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with the Borrower and its
Subsidiaries were required to be characterized as capital lease obligations upon such consolidation, in either case, due to a change in
accounting treatment or otherwise, or (b) did not exist on the Closing Date and were required to be characterized as capital lease obligations
but would not have been required to be treated as capital lease obligations on the Closing Date had they existed at that time, shall for
all purposes not be treated as Capitalized Lease Obligations or Indebtedness.


 


“Capitalized Software Expenditures” shall mean,
for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a person during such period in


 




    -10-


     


    

respect of licensed or purchased software or internally developed software
and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated
balance sheet of such person and its subsidiaries.


 


“Captive Insurance Subsidiary” shall mean any Subsidiary
of the Borrower subject to regulation as an insurance company (or any Subsidiary thereof).


 


“Cash Collateralize” shall mean to pledge and deposit
with or deliver to the Collateral Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for Revolving L/C
Exposure or obligations of the Lenders to fund participations in respect of Revolving L/C Exposure, cash or deposit account balances or,
if the Administrative Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case
pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable Issuing Bank.
“Cash Collateral”, “Cash Collateralization” and “Cash Collateralized” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Interest Coverage Ratio” shall mean on any
date, the ratio of EBITDA to Consolidated Interest Expense for the applicable Test Period.


 


“Cash Management Agreement” shall mean any agreement
to provide to Holdings, the Borrower or any Subsidiary cash management services for collections, treasury management services (including
controlled disbursement, overdraft, automated clearing house fund transfer services, cash pooling and concentration, return items and
interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards,
merchant card, purchase or debit cards, non-card e-payables services, supplier financing, and other cash management services, including
electronic funds transfer services, lockbox services, stop payment services and wire transfer services.


 


“Cash Management Bank” shall mean any person that,
at the time it enters into a Cash Management Agreement (or on the Closing Date), is (or an Affiliate thereof is) (a) an Agent, an Arranger,
a Lender or an Affiliate of any such person, in each case, in its capacity as a party to such Cash Management Agreement, regardless of
whether any such person shall thereafter cease to be an Agent, an Arranger or a Lender or an Affiliate of any of the foregoing, (b) from
time to time identified to the Administrative Agent by the Borrower in writing as a Cash Management Bank hereunder (provided that
in no event shall the Secured Obligations in respect of Secured Cash Management Agreements owing to any Person that is a Cash Management
Bank in reliance on this clause (b) exceed, together with any amounts incurred under clause (b) of the definition of “Hedge Bank”,
$75,000,000, at any time outstanding) or (c) listed in Schedule 1.01(E).


 


A “Change in Control” shall be deemed to occur if:


 


(a)              
(i)(i) at any time prior to a Qualified IPO, the Permitted Holders in the aggregate shall at any time cease to have, directly
or indirectly, the power to vote or direct the voting of at least a majority of the Voting Stock of the Borrower or (ii)(ii) at any
time on and after a Qualified IPO, any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange
Act as in effect on the First Amendment Effective Date, but excluding (A) any employee


 




    -11-


     


    

benefit plan of such Person,
entity or “group” and its subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan and (B) any underwriter in connection with any bona fide offering of equity of the IPO Entity, including
a Qualified IPO), other than the Permitted Holders (or any holding company parent of the Borrower owned directly or indirectly by the
Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under
the Exchange Act as in effect on the First Amendment Effective Date) of voting power of the outstanding Voting Stock of the Borrower having
more than 35% of the ordinary voting power for the election of the Board of Directors of the Borrower, unless in the case of either clause
(i) or (ii) of this clause (a), the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise
to elect at least a majority of the members of the Board of Directors of the Borrower; or


 


(b)              
following the Holdings Formation Date (if any), Holdings shall fail to directly or indirectly own 100% of the issued and outstanding
Equity Interests of the Borrower (other than in connection with or after a Qualified IPO, IPO Reorganization Transactions or a Permitted
Reorganization).


 


Notwithstanding the foregoing, for the purposes of this definition,
a passive holding company, special purpose acquisition vehicle, Parent Entity (including any Parent Entity established in connection with
a Qualified IPO) or a subsidiary or any of the foregoing shall not be considered a Person, entity or “group” and instead the
equityholders of such passive holding company, special purpose acquisition vehicle, Parent Entity or subsidiary (other than any other
passive holding company, special purpose acquisition vehicle, Parent Entity or subsidiary) shall be considered.


 


Notwithstanding the foregoing or any provision of Section 13(d)-3 of
the Exchange Act as in effect on the First Amendment Effective Date, (i) a Person, entity or “group” shall be deemed not to
beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or
similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock
in connection with the transactions contemplated by such agreement, (ii) if any “group” includes one or more Permitted Holders,
the issued and outstanding Voting Stock of the Borrower held, directly or indirectly, by any Permitted Holders that are part of such group
shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a
Change in Control has occurred so long as one or more Permitted Holders hold in excess of 50% of the issued and outstanding Voting Stock
held, directly or indirectly, by such group and (iii) a Person, entity or “group” other than the Permitted Holders will not
be deemed to beneficially own the Voting Stock of another Person or entity as a result of its ownership of the Voting Stock or other securities
of such other Person or entity’s parent entity (or related contractual rights) unless (A) it owns 50% or more of the total voting
power of the Voting Stock entitled to vote for the election of the Board of Directors of such parent entity and (B) the members of the
Board of Directors of such parent entity elected by the Person, entity or “group” have a majority of the aggregate votes on
the Board of Directors of such parent entity.


 


“Change in Law” shall mean (a) the adoption of any
law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof
by any Governmental Authority after the Closing Date or (c) compliance by any Lender


 




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(or, for purposes of Section 2.15(b), by any Lending Office
of such Lender or by such Lender’s holding company, if any) with any written request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the Closing Date; provided, however, that notwithstanding
anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank
Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request
or directive relating thereto and (y) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations
and applications of, or any compliance by a Lender with any request or directive relating to International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in Law,” but only to the
extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements similar to those described
in clauses (a) and (b) of Section 2.15 generally on other borrowers of loans under United States of America syndicated credit facilities,
which, as a credit matter, are similarly situated to the Borrower.


 


“Charges” shall have the meaning assigned to such
term in Section 9.09.


 


“Class” shall mean, (a) when used in respect of
any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Initial Term B Loans, 2022 Incremental Term B Loans,
any Other Term Loans, Initial Revolving Facility Loans, Incremental Revolving Loans, or Extended Revolving Loans; and (b) when used in
respect of any Commitment, whether such Commitment is in respect of a commitment to make Initial Term B Loans, 2022 Incremental Term B
Loans, any Other Term Loans, Initial Revolving Facility Loans, Incremental Revolving Loans or Extended Revolving Loans. Other Term Loans
or Extended Revolving Loans that have different terms and conditions (together with the Commitments in respect thereof) from the Initial
Term B Loans, 2022 Incremental Term B Loans or the Initial Revolving Facility Loans, respectively, or from Other Term Loans, Incremental
Revolving Loans or other Extended Revolving Loans, as applicable, shall each be construed to be in separate and distinct Classes. Pursuant
to the 2022 Incremental Amendment, for all purposes of this Agreement, any 2022 Incremental Term B Loan shall be deemed to be a separate
“Class” from the Initial Term B Loans.


 


“Class Loans” shall have the meaning assigned to
such term in Section 9.08(f).


 


“Closing Date” shall mean October 30, 2020.


 


“CME” shall mean CME Group Benchmark Administration
Limited.


 


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


 


“Collateral” shall mean all the “Collateral”
as defined in the Security Agreement and shall also include all property that is subject to any Lien in favor of the Secured Parties and/or
the Administrative Agent, the Collateral Agent or any Subagent for the benefit of the Secured Parties to secure the Secured Obligations
pursuant to any Security Document. For the avoidance of doubt, in no event shall “Collateral” include any Excluded Property.


 




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“Collateral Agent” shall mean the Administrative
Agent acting as collateral agent for the Secured Parties, together with its successors and permitted assigns in such capacity.


 


“Collateral and Guarantee Requirement” shall mean
the requirement that (in each case in accordance with and subject to Sections 5.10(c) and (e) and Schedule 5.12):


 


(a)              
on the Closing Date, the Collateral Agent shall have received (i) a completed Perfection Certificate, dated the Closing Date and
signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, (ii) from Holdings (if and when applicable),
the Borrower and each Subsidiary Loan Party, a counterpart of the Guarantee Agreement and of each Security Document to which it is a party,
in each case duly executed and delivered on behalf of such person; provided that any Guarantee by Holdings shall be “non-recourse”
with recourse limited to Equity Interests of the Borrower (iii) the results of customary lien searches made with respect to the Loan Parties
in the jurisdictions contemplated by the Perfection Certificate and (iv) evidence reasonably satisfactory to the Administrative Agent
that the Liens indicated by such searches are Permitted Liens or have been, or will be simultaneously or substantially concurrently with
the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall
have been made);


 


(b)              
on the Closing Date, (i)(x) all outstanding Equity Interests directly owned by the Loan Parties, other than Excluded Securities,
and (y) all intercompany Indebtedness owing to any Loan Party, other than Excluded Securities, shall have been pledged to the Collateral
Agent to the extent required to be pledged pursuant to the Security Agreement and (ii) the Collateral Agent shall have received certificates
or other instruments (if any) representing such Equity Interests (other than certificates or instruments issued by Subsidiaries of the
Borrower that are not received from the Borrower on or prior to the Closing Date after using commercially reasonable efforts) and any
notes or other instruments, in each case to the extent required to be delivered pursuant to the Security Agreement, together with stock
powers, note powers or other instruments of transfer (if applicable) with respect thereto endorsed in blank;


 


(c)              
in the case of (1) any Person (other than a Designated Guarantor) that becomes a Subsidiary Loan Party after the Closing Date,
the Collateral Agent shall have received (i) a supplement to the Security Agreement (or, at the option of the Subsidiary Loan Party, a
new Security Agreement in substantially similar form or such other form reasonably satisfactory to the Collateral Agent), (ii) a supplement
to the Guarantee Agreement (or, at the option of the Subsidiary Loan Party, a new Guarantee Agreement in substantially similar form or
such other form reasonably satisfactory to the Collateral Agent) and (iii) supplements to the other Security Documents (or, at the option
of the Subsidiary Loan Party, new Security Documents in substantially similar form or such other form reasonably satisfactory to the Collateral
Agent), if applicable, in the form specified therefor or otherwise reasonably acceptable to the Collateral Agent and (2) any Designated
Guarantor that becomes a Subsidiary Loan Party after the Closing Date, the Collateral Agent shall have received such other Security Documents
and other Loan Documents that are customary for the applicable jurisdiction and reasonably requested by the Collateral Agent whereby such
Loan Party grants security over its assets in favor of the Collateral Agent (for the benefit of the Secured Parties);


 




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(d)              
after the Closing Date, (x) all outstanding Equity Interests of any Person that becomes a Subsidiary Loan Party after the Closing
Date that are directly owned by any Loan Party and (y) subject to Section 5.10(e), all Equity Interests directly acquired by a
Loan Party after the Closing Date, other than Excluded Securities, in each case shall have been pledged pursuant to the Security Agreement,
together with stock powers or other instruments of transfer (if applicable) with respect thereto endorsed in blank;


 


(e)              
except as otherwise contemplated by this Agreement or any Security Document, all Uniform Commercial Code financing statements and
filings with the United States Copyright Office and the United States Patent and Trademark Office covering United States issued patents
and registered trademarks and copyrights (and pending applications for the foregoing) shall have been delivered, filed, registered or
recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the
execution and delivery of each such Security Document;


 


(f)               
[reserved]; and


 


(g)              
the Collateral Agent shall have received evidence of the insurance required on the Closing Date by the terms of Section 5.02
hereof.


 


“Commitment Fee” shall have the meaning assigned
to such term in Section 2.12(a).


 


“Commitments” shall mean, (a) with respect to any
Lender, such Lender’s Revolving Facility Commitment and Term Facility Commitment, and (b) with respect to any Swingline Lender,
its Swingline Commitment (it being understood that a Swingline Commitment does not increase the applicable Swingline Lender’s Revolving
Facility Commitment).


 


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


 


“Communication” shall have the meaning assigned
to such term in Section 9.13(b).


 


“Company Parties” shall mean Holdings, the Borrower,
the Euro Borrower and the Subsidiary Loan Parties.


 


“Compliance Certificate” shall mean a Compliance
Certificate signed by a Financial Officer of the Borrower substantially in the form of Exhibit I or another form approved by the
Administrative Agent.


 


“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.


 


“consolidation” shall mean the consolidation of
the accounts of each of the Subsidiaries with those of the Borrower in accordance with GAAP. The term “consolidated”
has a correlative meaning.


 




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“Consolidated Average Debt” with respect to any
Person, as of any date of determination, shall mean, the sum of (a) for the period of twelve calendar months preceding such date of determination,
the twelve-month average of the difference (whether positive or negative) for each such calendar month between (i) the outstanding principal
amount of the Revolving Facility Loans and any other revolving credit facility of the Borrower or its Subsidiaries as of the last day
of each such calendar month less (ii) the amount of Unrestricted Cash and Permitted Investments of the Borrower and its Subsidiaries
as of the last day of each such calendar month (including, without limitation, any cash or Permitted Investments restricted in favor of
the Administrative Agent or any Lender (whether or not held in a pledged account)), plus (b) the outstanding principal amount of
all third party Indebtedness for borrowed money, purchase money debt (other than earn-outs and seller notes), Capitalized Lease Obligations
and Indebtedness evidenced by notes, bonds or similar instruments (but excluding, for the avoidance of doubt, Indebtedness under a Qualified
Receivables Financing and any Revolving Facility Loans and other Indebtedness under facilities referred to in the preceding clause (a)),
in each case of the Borrower and its Subsidiaries determined on a consolidated basis for the most recently ended Test Period; provided
that Consolidated Average Debt shall not include Indebtedness in respect of letters of credit or bank guarantees, to the extent undrawn.


 


Cash amounts funded under the Initial Term B Facility
or the Initial Revolving Facility on the Closing Date and allocated for the purposes set forth in Section 3.12(a)(ii) shall be
excluded from the calculation of cash described in clause (a)(ii) above in each of the first six months ending after the Closing Date.


 


Notwithstanding anything contained
in this definition to the contrary, the amount set forth in clause (a) of the definition of “Consolidated Average Debt” shall
be deemed to be: $(159,000,000) for the calendar month ending October 31, 2019; $(148,000,000) for the calendar month ending November
30, 2019; $(122,000,000) for the calendar month ending December 31, 2019; $(63,000,000) for the calendar month ending January 31, 2020;
$(10,000,000) for the calendar month ending February 28, 2020; $35,000,000 for the calendar month ending March 31, 2020; $2,000,000 for
the calendar month ending April 30, 2020; $(132,000,000) for the month ending May 31, 2020; $(241,000,000) for the calendar month ending
June 30, 2020; $(308,000,000) for the calendar month ending July 31, 2020; $(386,000,000) for the month ending August 31, 2020; and $(401,000,000)
for the month ending September 30, 2020.


 


For
the avoidance of doubt, for purposes of calculating the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and the Net
Total Leverage Ratio required to be satisfied as a condition to the incurrence of any Indebtedness, the
proceeds of any Indebtedness being incurred in reliance on such ratio shall not be netted (but the Borrower may give pro forma effect
to the repayment of any Indebtedness to be repaid with such proceeds).


 


“Consolidated Interest Expense” shall mean cash
interest expense (including that attributable to capital leases), net of cash interest income of the Borrower and its Subsidiaries, with
respect to all outstanding Indebtedness of the Borrower and its Subsidiaries and net cash costs (less net cash payments) under Hedging
Agreements, but excluding, for the avoidance of doubt, (a) any non-cash interest expense and any capitalized interest, whether paid or
accrued, (b) the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (c) amortization
of deferred financing costs, Indebtedness issuance costs, commissions, fees and


 




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expenses, (d) any expenses resulting from discounting of Indebtedness
in connection with the application of recapitalization accounting or purchase accounting, (e) penalties or interest related to Taxes and
any other amounts of non-cash interest resulting from the effects of the acquisition method accounting or pushdown accounting, (f) the
accretion or accrual of, or accrued interest on, discounted liabilities (other than Indebtedness) during such period, (g) non-cash interest
expense attributable to the mark-to-market valuation of obligations under Hedging Agreements or other derivative instruments pursuant
to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (h) any one-time cash costs associated with breakage in respect
of Hedging Agreements for interest rates, (i) any payments with respect to make whole premiums or other breakage costs of any debt, all
as calculated on a consolidated basis in accordance with GAAP, (j) all non-recurring interest expense consisting of liquidated damages
for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP,
(k) expensing of bridge, arrangement, structuring, commitment or other financing fees, (l) any dividends on account of Disqualified
Stock and (m) interest expense associated with any Indebtedness (including letters of credit) incurred in connection with any Qualified
Receivables Financing.


 


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


 


(i)                
any net after Tax extraordinary, exceptional, special, non-recurring or unusual gains, losses, fees, costs or income or expense
or charge (including relating to any strategic initiatives and accruals and amounts reserved in connection with such gains, losses, charges
or expenses, and as determined by the Borrower in good faith), any restructuring costs, charges (including any charge relating to any
tax restructuring) or expenses (including any cost or expense related to employment of terminated employees), any costs and expenses related
to any New Project or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses (including
but not limited to rent termination costs, moving costs and legal costs), asset retirement costs in connection with sales, dispositions
or abandonments of assets or discontinued operations, fees, expenses or charges relating to closing costs, rebranding costs, curtailments
or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, opening
costs, recruiting costs, signing, retention or completion bonuses, severance and relocation costs, one-time compensation costs, consulting
or corporate development charges, costs and expenses incurred in connection with strategic initiatives, transition costs, costs and expenses
incurred in connection with non-ordinary course product and Intellectual Property development, costs incurred in connection with acquisitions
(or purchases of assets) or refranchising transactions prior to or after the Closing Date, business optimization expenses, litigation
costs and expenses (including costs related to settlements, fines judgments or orders) and expenses or charges related to any offering
of Equity Interests (including any Qualified IPO) or debt securities of the Borrower, its Subsidiaries or Holdings, any Investment, acquisition,
refranchising transaction, Disposition, recapitalization or, incurrence, issuance, repayment, repurchase, refinancing, amendment or modification
of Indebtedness (in each case, whether or not successful), any fees, expenses, charges or change in control payments related to the Transactions
(including any costs relating to auditing prior periods, any transition-related


 




    -17-


     


    

expenses, and Transaction
Expenses incurred before, on or after the Closing Date), and any consideration paid or payable in relation to a Permitted Business Acquisition
or other permitted Investment to the extent reflected in Net Income, in each case, shall be excluded,


 


(ii)             
any income or loss from Disposed of, abandoned, closed, divested or discontinued operations, properties or assets and any net after-Tax
gain or loss on the Dispositions of Disposed of, abandoned, closed or discontinued operations, properties or assets shall be excluded,


 


(iii)           
any gain or loss (less all fees and expenses or charges relating thereto) attributable to business Dispositions or asset Dispositions
(including asset retirement costs or sales or issuances of Equity Interests) other than in the ordinary course of business (as determined
in good faith by the Borrower) shall be excluded,


 


(iv)            
any income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment or buy-back
or cancellation of indebtedness, Hedging Agreements or other derivative instruments shall be excluded,


 


(v)              
the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that
is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions
or other payments paid in cash or cash equivalents (or to the extent converted into cash or cash equivalents) to the referent Person or
a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) in respect of such period,


 


(vi)            
the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting
policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance
with GAAP during such period shall be excluded,


 


(vii)         
effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and its Subsidiaries
and including the effects of adjustments to (A) deferred rent, (B) Capitalized Lease Obligations or other obligations or deferrals attributable
to capital spending funds with suppliers or (C) any deferrals of revenue) in component amounts required or permitted by GAAP, resulting
from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any
acquisition, refranchising transaction or Investment consummated after the Closing Date or the amortization or write-off of any amounts
thereof, net of Taxes, shall be excluded,


 


(viii)       
any impairment charges or asset write-offs or write-downs, in each case pursuant to GAAP, and the amortization of intangibles and
other fair value adjustments arising pursuant to GAAP, shall be excluded,


 


(ix)            
any (a) non-cash compensation charge or (b) costs or expenses realized in connection with or resulting from management equity,
profits interests or stock option plans or any other management agreement or plan, employee benefit plans, post-employment benefit plans,
or any stock subscription or shareholder agreement, any


 




    -18-


     


    

distributor equity
plan or any similar equity plan or agreement (including any deferred compensation arrangement or trust), grants or sales of stock, stock
appreciation or similar rights, equity incentive programs or similar rights, long term incentive plans or similar rights, stock options,
restricted stock, preferred stock or other rights, and any cash charges associated with the rollover, acceleration or payout of equity
interests by management of the Borrower, a Subsidiary or Holdings shall be excluded,


 


(x)              
accruals and reserves that are established or adjusted, as applicable, within (a) twelve months after the Closing Date that are
required to be established, adjusted or incurred, as applicable, as a result of the Transactions in accordance with GAAP, (b) within twelve
months after the closing of any other acquisition, Investment or refranchising transaction that are required to be established, adjusted
or incurred, as applicable, as a result of such acquisition, Investment or refranchising transaction in accordance with GAAP or (c) that
are so required to be established or adjusted as a result of the adoption or modification of accounting principles or policies shall be
excluded,


 


(xi)            
non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP
and related interpretation shall be excluded,


 


(xii)         
any gain, loss, income, expense or charge resulting from the application of any LIFO method shall be excluded,


 


(xiii)       
any charges for deferred Tax expenses associated with any tax deduction or net operating loss arising as a result of the Transactions,
or the release of any valuation allowance related to any such item shall be excluded,


 


(xiv)        
(a) any unrealized or realized currency translation or transaction gains and losses (including currency remeasurements of Indebtedness,
any currency translation gains and losses related to the translation to the presentation currency and translation of a foreign operation
and any net loss or gain resulting from Hedging Agreements), (b) any realized or unrealized gain or loss in respect of (x) any obligation
under any Hedging Agreement as determined in accordance with GAAP and/or (y)(y) any other derivative instrument, pursuant to, in
the case of this clause (y), Financial Accounting Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging
and (c) unrealized gains or losses in respect of any Hedging Agreement and any ineffectiveness recognized in earnings related to qualifying
hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions,
in respect of Hedging Agreements, shall be excluded,


 


(xv)          
any deductions attributable to minority interests or the amount of any non-controlling interest attributable to non-controlling
interests of third parties in any non-wholly owned Subsidiary, excluding cash distributions in respect thereof, shall be excluded,


 


(xvi)        
earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) shall be excluded,


 




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(xvii)     
so long as such Person in good faith expects to receive such amount, to the extent that (x) a claim for reimbursement or indemnification
is submitted or expected to be submitted within 180 days and (y) such Person expects in good faith to receive such amount within 365 days
following the date of such submission (with a deduction for any amount so added back to the extent not so submitted within 180 days or
reimbursed within such 365 days), to the extent reducing Consolidated Net Income in such period the amount of proceeds estimated in good
faith to be received or receivable with respect to liability or casualty events or business interruption or that are, directly or indirectly,
reimbursed or reimbursable by a third party, and amounts that are covered by indemnification or other reimbursement provisions in connection
with any acquisition, refranchising transaction, Investment or any sale, conveyance, transfer or other disposition of assets permitted
hereunder shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included in Net
Income in a future period) and expenses incurred in connection with obtaining such reimbursement or indemnification shall be excluded,


 


(xviii)   
with respect to events that result in one or more retail locations being closed, so long as such Person in good faith expects to
receive such amount, to the extent that (x) a claim for reimbursement or indemnification is submitted or expected to be submitted within
180 days and (y) such Person expects in good faith to receive such amount within 365 days following the date of such submission (with
a deduction for any amount so added back to the extent not so submitted within 180 days or reimbursed within such 365 days), the amount
of proceeds estimated in good faith to be received or receivable with respect to business interruption that are, directly or indirectly,
reimbursed or reimbursable by a third party, shall be included (with a deduction for amounts actually received up to such estimated amount
to the extent included in Net Income in a future period) and expenses incurred in connection with obtaining such reimbursement or indemnification
shall be excluded,


 


(xix)        
without duplication, an amount equal to the amount of distributions actually made to any parent or equity holder of such Person
in respect of such period in accordance with Section 6.06(b)(v) shall be included as though such amounts had been paid as income
Taxes directly by such person for such period,


 


(xx)          
Capitalized Software Expenditures and software development costs shall be excluded,


 


(xxi)        
closing fees, amendment fees and other costs, expenses and charges incurred in connection with Qualified Receivables Financings,
shall be excluded,


 


(xxii)     
any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures shall be excluded.


 


“Consolidated Total Assets” shall mean, as of any
date, all amounts which would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption)
on a consolidated balance sheet of the Borrower and its consolidated Subsidiaries.


 




    -20-


     


    

“Continuing Letter of Credit” shall have the meaning
assigned to such term in Section 2.05(k).


 


“Control” shall mean 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 ownership of
voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings
correlative thereto.


 


“Control Investment Affiliate” shall mean, as to
any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such
Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or
cause the direction of the management and policies of such Person whether by contract or otherwise. For the avoidance of doubt, (x) any
affiliates, collectively with the funds, partnerships or other co-investment vehicles, in each case
managed, advised or controlled by the BDT Investor and (y) BDT WSP Holdings, LLC, in each case, other than portfolio companies
thereof, will constitute a Control Investment Affiliate of the BDT Investor.


 


“Covered Entity” has the meaning specified in Section
9.26.


 


“Credit Event” shall have the meaning assigned to
such term in Article IV.


 


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


 


(a)              
the greater of (x) $57,750,000 and (y) 0.25 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period, plus


 


(b)              
commencing with the fiscal quarter of the Borrower ending on December 31, 2020, the Cumulative Retained Excess Cash Flow Amount
at such time, which cumulative amount shall not be less than zero; provided that such amount shall not be available (A) for any
Restricted Payment pursuant to Section 6.06(e) or any Restricted Debt Payment pursuant to Section 6.09(b)(i)(E) if any Event
of Default shall have occurred and be continuing or (B) for any Investment pursuant to Section 6.04(hh) if any Specified Event
of Default (with respect to the Borrower or the Euro Borrower) shall have occurred and be continuing, plus


 


(c)              
the aggregate amount of any Excluded Proceeds, plus


 


(d)              
the aggregate amount of any Retained Declined Proceeds, plus


 


(e)              
(i) the cumulative amount of proceeds (including cash and the fair market value (as determined in good faith by the Borrower) of
property other than cash) from the sale of Equity Interests of the Borrower or Holdings or any other Parent Entity (other than, in the
case of any issuance by the Borrower or Holdings, Disqualified Stock) after the Closing Date and on or prior to such time (including upon
exercise of warrants or options), which proceeds have been contributed as Permitted Equity to the capital of the Borrower, and (ii) Equity
Interests of the Borrower or Holdings or any other Parent Entity issued upon conversion of Indebtedness (other than Indebtedness that
is contractually subordinated to the Loan Obligations in right of payment) of the Borrower or any Subsidiary owed to a person other than
the Borrower or a Subsidiary to the


 




    -21-


     


    

extent not increasing any other
basket under Article VI; provided that this clause (e) shall exclude Permitted Cure Securities, sales of Equity Interests
financed as contemplated by Section 6.04(e) or used as described in clause (x) of the definition of “EBITDA”, any amount
used to incur Indebtedness under Section 6.01(l), and any amounts used to finance Restricted Debt Payments pursuant to Section
6.09(b), plus


 


(f)               
100% of the aggregate amount of contributions as Permitted Equity to the capital of the Borrower received in cash (and the fair
market value (as determined in good faith by the Borrower) of property other than cash) after the Closing Date (subject to the same exclusions
as are applicable to clause (e) above), plus


 


(g)              
100% of the aggregate principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price,
as the case may be, of any Disqualified Stock) of the Borrower or any Subsidiary issued after the Closing Date (other than Indebtedness
issued to a Subsidiary), which has been converted into or exchanged for Equity Interests (other than Disqualified Stock) in the Borrower
or Holdings or for Equity Interests of any other Parent Entity (and the fair market value (as determined in good faith by the Borrower)
of any property other than cash received by the Borrower or any Subsidiary upon such conversion or exchange), plus


 


(h)              
100% of the aggregate amount received by the Borrower or any Subsidiary in cash (and the fair market value (as determined in good
faith by the Borrower) of property other than cash received by the Borrower or any Subsidiary) after the Closing Date from:


 


(A)            
the issuance or sale (other than to the Borrower or any Subsidiary) of the Equity Interests of an Unrestricted Subsidiary to the
extent not increasing any other basket under Section 6.04 and in an amount not to exceed the amount of any Investment in such Unrestricted
Subsidiary made using the Cumulative Credit, or


 


(B)             
any dividend or other distribution by an Unrestricted Subsidiary to the extent not increasing any other basket under Section
6.04 and in an amount not to exceed the amount of any Investment in such Unrestricted Subsidiary made using the Cumulative Credit,
plus


 


(i)                
in the event any Unrestricted Subsidiary, joint venture or minority investment has been redesignated as a Subsidiary or has been
merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings, the Borrower
or any Subsidiary, the fair market value (as determined in good faith by the Borrower) of the Investments of Holdings, the Borrower or
any Subsidiary in such Unrestricted Subsidiary, joint venture or minority investment at the time of such redesignation, combination or
transfer (or of the assets transferred or conveyed, as applicable) to the extent not increasing any other basket under Section 6.04
in an amount not to exceed the amount of any Investment in such Unrestricted Subsidiary, joint venture or minority interest, plus


 


(j)                
an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts) actually received by


 




    -22-


     


    

the Borrower or any Subsidiary
in respect of any Investments made pursuant to Section 6.04(hh) using the Cumulative Credit (not to exceed the amount of such Investments
using the Cumulative Credit), plus


 


(k)              
the net proceeds received by the Borrower or any Subsidiary during the period from and including the day immediately following
the Closing Date through and including such time in connection with the Disposition to any person (other than the Borrower or any Subsidiary)
of any Investment made pursuant to Section 6.04(hh), plus


 


(l)                
an amount equal to the aggregate fair market value (as determined in good faith by the Borrower) of any Initial Term B Loans, Other
Term Loans, Incremental Term Loans, Incremental Equivalent Debt, Refinancing Term Loans or Refinancing Notes contributed to Holdings or
the Borrower or any of its Subsidiaries and cancelled after the Closing Date, minus


 


(m)            
any amount thereof used to make Investments pursuant to Section 6.04(hh) after the Closing Date prior to such time, minus


 


(n)              
any amount thereof used to make Restricted Payments pursuant to Section 6.06(e) prior to such time, minus


 


(o)              
any amount thereof used to make Restricted Debt Payments pursuant to Section 6.09(b)(i)(E) (other than payments made with
proceeds from the issuance of Equity Interests that were excluded from the calculation of the Cumulative Credit pursuant to clause (e)
above).


 


“Cumulative Retained Excess Cash Flow Amount” shall
mean, at any date, an amount (which shall not be less than zero in the aggregate) determined on a cumulative basis equal to the aggregate
cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(c) for all
Excess Cash Flow Periods ending after the Closing Date and prior to such date.


 


“Cure Amount” shall have the meaning assigned to
such term in Section 7.03.


 


“Cure Expiration Date” shall have the meaning assigned
to such term in Section 7.03.


 


“Cure Right” shall have the meaning assigned to
such term in Section 7.03.


 


“Current Assets” shall mean, with respect to the
Borrower and its Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Permitted Investments
or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its
Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income
or profits.


 


“Current Liabilities” shall mean, with respect to
the Borrower and its Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with
GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current liabilities at such date of determination,
other than (a) the current portion of any Indebtedness, (b)


 




    -23-


     


    

accruals of Interest Expense (excluding Interest Expense that is due
and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of Transaction Expenses resulting
from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing
Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA included in clauses
(a)(iv), (a)(v), and (a)(vii) of the definition of such term.


 


“Daily Simple SOFR” with respect to any applicable
determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).


 


“Debt Fund Affiliate” shall mean an Affiliate of
the BDT Investor (other than Holdings, the Borrower or any of its Subsidiaries or a natural Person) that is a bona fide debt fund or investment
vehicle primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds or similar extensions of
credit in the ordinary course of its business and with respect to which none of the Borrower, the BDT Investor or any of their Affiliates
that is not a bona fide debt fund, investment vehicle or regulated bank entity primarily engaged in the making, purchasing, holding or
otherwise investing in commercial loans, bonds or similar extensions of credit in the ordinary course of its business makes investment
decisions or has the power, directly or indirectly, to cause the direction of such Affiliate’s investment decisions. For the avoidance
of doubt, any Person that is a limited partner or member of an investment vehicle managed by the BDT Investor shall not be deemed to be
a Debt Fund Affiliate. 


 


“Debt Service” shall mean, with respect to the Borrower
and its Subsidiaries on a consolidated basis for any period, Interest Expense for such period, plus scheduled principal amortization on
Indebtedness included in Consolidated Average Debt for such period.


 


“Debtor Relief Laws” shall mean the U.S. Bankruptcy
Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, judicial management, scheme of arrangement, reorganization, or similar debtor relief laws of the United States of America
or other applicable jurisdictions from time to time in effect.


 


“Declined Proceeds” shall have the meaning assigned
to such term in Section 2.10(c)(i).


 


“Declining Lender” shall have the meaning assigned
to such term in Section 2.10(c)(i).


 


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


 


“Default Right” has the meaning specified in Section
9.26.


 


“Defaulting Lender” shall mean, subject to Section
2.22(b), any Lender that (a)(a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such
Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such
failure is the result of such Lender’s determination that one or


 




    -24-


     


    

more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative
Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect
of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b)(b) has notified
the Borrower, the Swingline Lender, the Administrative Agent or any Issuing Bank in writing that it does not intend or expect to comply
with its funding obligations (i) hereunder (unless such Lender notifies the Administrative Agent and the Borrower in writing that such
failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions
precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied) or (ii) generally
under other agreements in which it commits to extend credit, or has made a public statement to that effect, (c)(c) has failed, within
three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent
and the 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 the Administrative Agent and the Borrower)
or (d)(d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (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, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity 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 of America 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 the Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall
be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22)
as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by
the Administrative Agent to the Borrower, each Issuing Bank, the Swingline Lender and each Lender promptly following such determination.


 


“Designated Guarantor” shall have the meaning assigned
to such term in the definition of “Subsidiary Loan Party.”


 


“Designated Non-Cash Consideration” shall mean the
fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or any Subsidiary in
connection with an Asset Sale that is so designated as Designated Non-Cash Consideration by the Borrower, less the amount of cash or cash
equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration.


 




    -25-


     


    

“Disinterested Director” shall mean, with respect
to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial
interest in or with respect to such transaction.


 


“Dispose” or “Disposed of” shall
mean to convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset. The
term “Disposition” shall have a correlative meaning to the foregoing.


 


“Disqualified Stock” shall mean, with respect to
any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which
it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable
(other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change
of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall
be subject to the prior or concurrent repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the
termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests),
in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one
(91) days after the Latest Maturity Date in effect at the time of issuance thereof (provided that only the portion of the Equity
Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder
thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to
any employee or to any plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees shall
not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability; and (ii) any class of Equity
Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests
that are not Disqualified Stock shall not be deemed to be Disqualified Stock.


 


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


 


“Dollar Swingline Commitment” shall mean, with respect
to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans in Dollars pursuant to Section 2.04(a).
The aggregate amount of the Dollar Swingline Commitments on the Closing Date is $25,000,000. The Dollar Swingline Commitment is part of,
and not in addition to, the Revolving Facility Commitments.


 


“Dollar Swingline Lender” shall have the meaning
assigned to such term in the definition of “Swingline Lender”.


 




    -26-


     


    

“Dollar Swingline Loans” shall mean any Swingline
Loans denominated in Dollars.


 


“Dollars” or “$” shall mean lawful
money of the United States of America.


 


“Early Opt-In Election” shall have the meaning assigned
to such term in Section 2.14(a)(ii).


 


“EBITDA” shall mean, with respect to the Borrower
and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and its Subsidiaries for such
period, plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses
(i) through (xx) of this clause (a)(x) reduced such Consolidated Net Income (other than clauses (iv), (ix), (xiii), (xvii) and (xviii)
below) and (y) were not excluded therefrom for the respective period for which EBITDA is being determined):


 


(i)                
(A) provision for Taxes or deferred Taxes based on income, profits, revenue or capital of the Borrower and its Subsidiaries for
such period, including, without limitation, capital, federal, state, local, franchise and similar Taxes, property Taxes and foreign withholding
Taxes (including penalties and interest related to Taxes or arising from Tax examinations) and the amount of distributions pursuant to
Sections 6.06(b)(iii) and 6.06(b)(v) in respect of such period and (B) any payments to Holdings in respect of Taxes
permitted to be made hereunder,


 


(ii)             
Interest Expense (and to the extent not included in Interest Expense, (a) fees and expenses paid to the Administrative Agent in
connection with its services hereunder, (b) other bank, administrative agency (or trustee) and financing fees (including commissions,
discounts and other fees and charges associated with the Loans, the Letters of Credit and any Indebtedness issued in connection with any
Qualified Receivables Financing) and rating agency fees, (c) all cash dividend payments (excluding items eliminated in consolidation)
on any series of preferred stock (including the preferred return on the Holdings’ or the Borrower’s preferred units) or Disqualified
Stock, (d) costs of surety bonds in connection with financing activities (whether amortized or immediately expensed), (e) interest charge
on defined benefit liabilities, (f) unwinding of discount on restoration and onerous lease provisions) of the Borrower and its Subsidiaries
for such period and (g) any losses on Hedging Agreements or other derivative instruments entered into for the purpose of hedging interest
or currency exchange rate risk, net of interest income and gains on such Hedging Agreements or such derivative instruments,


 


(iii)           
(A) depreciation and amortization expenses of the Borrower and its Subsidiaries for such period including the amortization of goodwill
(including goodwill or other expense recognition of any costs associated with asset write-ups in accordance with Financial Accounting
Standards No. 141(R) and non-cash gains or losses associated with ASC 460) and other intangible assets, deferred financing fees, debt
issuance costs, original issue discount and Capitalized Software Expenditures, amortization of unrecognized prior service costs and actuarial
gains and losses related to pensions and other post-employment benefits (including, for purpose of this clause (A), but without duplication
of clause (a)(ii) above, amortization or write-off of deferred financing fees, debt discounts and debt issuance costs and commissions,
discounts and other fees and charges associated with the


 




    -27-


     


    

Loans, the Letters
of Credit and any Indebtedness issued in connection with any Qualified Receivables Financing) and (B) any impairment charge,


 


(iv)            
business optimization expenses and other restructuring charges or reserves, including any one-time costs incurred in connection
with the adjustments referred to in clause (ix) below (which, for the avoidance of doubt, shall include, without limitation, charges in
connection with any restructuring costs (including in connection with any tax related restructuring), integration costs, retention, recruiting,
relocation and signing or completion bonuses and expenses, stock option and other equity-based compensation expenses and the amount of
payments made to option holders in connection with, or as a result of, any distribution being made to shareholders, severance costs, systems
establishment costs, costs relating to entry into a new market or to exiting a market, costs associated with office and facility openings,
pre-openings, closings, expansions and consolidations (including but not limited to termination costs, moving costs and legal costs),
new operation costs, unused warehouse and other facility costs, new contract or corporate development costs, software and other Intellectual
Property development costs, project start-up costs, costs relating to early termination of rights fee arrangements, consulting fees, curtailments
or modifications to pension and post-retirement employee benefits and any costs attributable to the undertaking and/or implementation
of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions,
synergies and/or similar initiatives or programs (including, without limitation, in connection with any inventory optimization program,
integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for
alternative uses, any employee ramp-up charges or any changes related to underutilized personnel (including duplicative personnel) or
any implementation of operational and reporting systems and technology initiatives (including any expense relating to the implementation
of enhanced accounting or IT functions or new system designs))),


 


(v)              
any other non-cash charges, expenses or losses, including, without limitation, any non-cash impairment charge and any write-offs
or write-downs, any amortization of intangibles, any non-cash compensation expense, any non-cash translation loss and any non-cash expense
relating to the vesting of warrants in each case reducing Consolidated Net Income for such period; provided that for purposes of
this subclause (v) of this clause (a), (i) if any such non-cash charges represent an accrual or reserve for potential cash items in any
future period, the Borrower may determine not to add back such non-cash charge in the current period and (ii) to the extent the Borrower
does decide to add back any such non-cash charges, any non-cash charges or losses shall be treated as cash charges or losses in any subsequent
period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid
cash item that was paid in a prior period),


 


(vi)            
(A) the amount of board of director fees and related indemnities and expenses and management, consulting, monitoring, transaction,
advisory, transaction, termination and similar fees and related indemnities and expenses (including reimbursements) paid to the BDT Investor
and/or their respective Affiliates or management companies (or any accruals related to such fees and related expenses) and payments to


 




    -28-


     


    

outside directors
of the Borrower or Holdings or any other Parent Entity actually paid by or on behalf of, or accrued by, such person or any of its subsidiaries
during such period and (B) the amount of payments made to optionholders of such person in connection with, or as a result of, any distribution
being made to equityholders of such person, which payments are being made to compensate such optionholders as though they were equityholders
at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement,


 


(vii)         
Transaction Expenses and other transaction fees, costs, accruals, expenses or charges (including rationalization, legal, tax, structuring
and other costs and expenses, other than depreciation or amortization expense as described in the preceding subclause (iii)) related to
(A) any issuance or exchange of Equity Interests (including by Holdings or any other Parent Entity), Investment, acquisition, refranchising
transaction, New Project, Disposition, merger, consolidation or amalgamation, recapitalization, dividend, restricted payment, option buyouts,
refinancing transactions, hedging agreements or other derivative instruments, or the incurrence, modification, amendment or repayment
of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties)
permitted to be incurred by this Agreement (including repayment, redemption or refinancing thereof) (in each case, whether or not successful),
including (x) such fees, expenses or charges related to this Agreement (including rating agency legal and bank fees), (y) any amendment
or other modification of the Secured Obligations or other Indebtedness and (z) commissions, discounts, yield and other fees, expenses
and charges (including any interest expense) related to any Qualified Receivables Financing and/or (B) in connection with any Qualified
IPO or becoming a standalone company or a public company (in each case, whether or not consummated),


 


(viii)       
the amount of any loss, discount or other charge in connection with a sale of Receivables Assets and any assets related to any
Receivables Subsidiary or in connection with any Qualified Receivables Financing, including amortization of loan origination costs and
amortization of portfolio discounts,


 


(ix)            
pro forma adjustments, including (1) expected “run rate” cost savings, operating expense reductions, operational improvements,
and other synergies (in each case, net of amounts actually realized), (A) identified to the Arrangers (including in the Projections, any
management presentation, any Confidential Information Memorandum or any quality of earnings or similar report or analysis) prior to the
Closing Date (including in respect of any action taken on or prior to the Closing Date) or (B) related to any acquisition (including the
commencement of activities constituting a business), disposition (including the termination or discontinuance of activities constituting
a business) or other specified investment or transaction, or related to any restructuring initiative, cost savings initiative or other
initiative (including the effect of increased pricing in customer contracts, the renegotiation of contracts or other arrangements of efficiencies
from the shifting of production of one or more products from one or more products from one manufacturing facility to another), that are
reasonably identifiable and projected by the Borrower in good faith to result from actions that have been taken or with respect to, which
steps have been taken or are expected to be taken within 24 months after the last day of the


 




    -29-


     


    

applicable period
(in the good faith determination of the Borrower) and (2) the aggregate amount of net income projected by the Borrower in good faith to
result from binding contracts entered into during such period,


 


(x)              
(A) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement, any pension plan (including any post-employment benefit
program which has been agreed to with the relevant pension trustee), any employee benefit trust, any employment benefits program, any
long-term incentive plan or any similar equity plan or arrangement (including any deferred compensation arrangement), including, without
limitation, pensions or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial costs,
including amortization of such amounts arising in prior periods, and (B) any charge in connection with the rollover, acceleration or payout
of equity interests held by management, in each case under this clause (x), to the extent that such costs or expenses are non-cash
or are funded with cash proceeds contributed to the capital of the Borrower or a Subsidiary Loan Party (other than contributions received
from the Borrower or another Subsidiary Loan Party) or net cash proceeds of an issuance of Equity Interests of the Borrower (other than
Disqualified Stock),


 


(xi)            
add-backs and adjustments (x) that are consistent with Regulation S-X or (y) that are of the type identified or set forth in the
Projections or any quality of earnings analysis or report prepared by financial advisors of recognized standing or any other firm reasonably
acceptable to the Administrative Agent (it being understood that the “Big Four” accounting firms are acceptable) and delivered
to the Administrative Agent in connection with any acquisition or Investment permitted by this Agreement,


 


(xii)         
the amount of any loss or pre-opening expenses attributable to a New Project, until the date that is 12 months after the date of
completing the construction, acquisition, assembling or creation of such New Project, as the case may be; provided that (A) such
losses or pre-opening expenses are reasonably identifiable and factually supportable and (B) losses or pre-opening expenses attributable
to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the case may
be, shall not be included in this subclause (xii),


 


(xiii)       
with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any net income referred to in clause
(v) of the definition of “Consolidated Net Income,” an amount equal to the proportion of those items described in subclauses
(i), (ii) and (iii) above relating to such joint venture corresponding to the Borrower’s and its Subsidiaries’ proportionate
share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Subsidiary),


 


(xiv)        
one-time costs associated with commencing Public Company Compliance,


 


(xv)          
[reserved],


 




    -30-


     


    

(xvi)        
the amount of earn-out and other contingent consideration obligations (including to the extent accounted for as bonuses, compensation
or otherwise) incurred in connection with (A) the Transactions, (B) acquisitions, refranchising transactions and Investments completed
prior to the Closing Date and (C) any acquisition, refranchising transaction or other Investment permitted by this Agreement, in each
case, which is paid or accrued in such period; provided that any accrual amount added back pursuant to this clause (xvi) shall
not be added back in any subsequent period when paid,


 


(xvii)     
the amount of any cash actually received by such person (or the amount of the benefit of any netting arrangement resulting in reduced
cash expenditures) during such period and not included in Consolidated Net Income in any period, to the extent that any non-cash gain
relating to such cash receipt or netting arrangement was deducted in the calculation of EBITDA pursuant to clause (b) below for any
previous period and not added back,


 


(xviii)   
any non-cash charge related to rent expense, including the excess of rent expense over actual cash rent paid during the relevant
period due to the use of straight line rent for GAAP purposes,


 


(xix)        
extraordinary, special, unusual, or non-recurring charges, expenses or losses (as determined by the Borrower in good faith), and


 


(xx)          
any other charges in connection with a single or one-time event;


 


minus (b) the sum of (without
duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective
period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of the Borrower and its Subsidiaries for
such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future
period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any
prior period) and extraordinary gains.


 


Notwithstanding anything contained
in this definition to the contrary, EBITDA of the Borrower and its Subsidiaries shall be deemed to be: (a) $29,750,357 for the fiscal
quarter ended September 30, 2020, (b) $116,181,805 for the fiscal quarter ended June 30, 2020, (c) $91,648,514 for the fiscal quarter
ended March 31, 2020 and (d) $265,244 for the fiscal quarter ended December 31, 2019 (in each case, as adjusted (i) on a Pro Forma Basis,
as applicable and (ii) pursuant to clause (a)(ix), as applicable, for each Test Period).


 


“ECF Date” shall have the meaning assigned to such
term in Section 2.11(c).


 


“ECF Payment Amount” shall have the meaning assigned
to such term in Section 2.11(c).


 


“ECF Threshold Amount” shall have the meaning assigned
to such term in Section 2.11(c).


 




    -31-


     


    

“EEA Financial Institution” shall mean (a)(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)(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)(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” shall mean any of the member
states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority” shall mean 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.


 


“Electronic Copy” shall have the meaning assigned
to such term in Section 9.13(b).


 


“Electronic Record” shall have the meaning assigned
to such term in Section 9.13(b).


 


“Electronic Signature” shall have the meaning assigned
to such term in Section 9.13(b).


 


“Employee Benefit Plan” means any “employee
benefit plan” (as such term is defined in Section 3(3) of ERISA) that is or was, within the preceding six years, established, sponsored,
maintained, or contributed to by Holdings, the Borrower or a Subsidiary, or with respect to any such plan that is subject to Section 302
of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate.


 


“Environment” shall mean ambient and indoor air,
surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural
resources such as flora and fauna.


 


“Environmental Laws” shall mean all applicable laws
(including common law), rules, regulations, codes, ordinances, orders, binding agreements, decrees or judgments, promulgated or entered
into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources,
the generation, use, transport, management, Release or threatened Release of, or exposure to, any hazardous material or to public or employee
health and safety matters (to the extent relating to the Environment or hazardous materials).


 


“Environmental Permits” shall have the meaning assigned
to such term in Section 3.16.


 


“Equity Interests” of any person shall mean any
and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests
in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest
and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable
for any of the foregoing.


 




    -32-


     


    

“ERISA” shall mean the Employee Retirement Income
Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.


 


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


 


“ERISA Event” shall mean (a) any Reportable Event
or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the
minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) a determination that any Plan
is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);
(d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect
to any Plan or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by Holdings, the Borrower, a
Subsidiary or any ERISA Affiliate of any liability (contingent or otherwise) under Title IV of ERISA with respect to the termination of
any Plan or Multiemployer Plan; (f) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section
4042 of ERISA, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution
of such proceedings; (g) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability (contingent or
otherwise) with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Holdings, the
Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, the Borrower, a Subsidiary
or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in “endangered” or “critical”
status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section
303(k) of ERISA shall have been met with respect to any Plan; (j) the withdrawal or partial withdrawal of any of Holdings, the Borrower,
a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; or (k) the filing of a notice of intent to terminate any Plan.


 


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


 


“Euro” and
“€” shall mean the single currency of the Participating Member States.


 


“Euro Borrower” shall have the meaning assigned
to such term in the recitals hereto.


 




    -33-


     


    

“Euro Borrower Sublimit” shall mean an amount equal
to the lesser of the total Revolving Facility Commitments and $50,000,000. The Euro Borrower Sublimit is part of, and not in addition
to, the Revolving Facility Commitments.


 


“Euro Swingline Commitment” shall mean, with respect
to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans in Euros under the Euro Borrower Sublimit pursuant
to Section 2.04(a). The aggregate amount of the Euro Swingline Commitments on the Closing Date (the “Initial Euro Swingline
Commitments”) is $13,000,000. The Euro Swingline Commitment is part of, and not in addition to, the Revolving Facility Commitments
and the Euro Swingline Commitment is part of, and not in addition to, the Euro Borrower Sublimit.


 


“Euro Swingline Lender” shall have the meaning assigned
to such term in the definition of “Swingline Lender”.


 


“Euro Swingline Loans” shall mean any Swingline
Loans denominated in Euros under the Euro Borrower Sublimit.


 


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


 


“Eurocurrency Borrowing” shall mean a Borrowing
comprised of Eurocurrency Loans.


 


“Eurocurrency Loan” shall mean any Eurocurrency
Term Loan or Eurocurrency Revolving Loan.


 


“Eurocurrency Revolving Facility Borrowing” shall
mean a Borrowing comprised of Eurocurrency Revolving Loans.


 


“Eurocurrency Revolving Loan” shall mean any Revolving
Facility Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article
II.


 


“Eurocurrency Term Loan” shall mean any Term Loan
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.


 


“Event of Default” shall have the meaning assigned
to such term in Section 7.01.


 


“Excess Cash Flow” shall mean, with respect to the
Borrower and its Subsidiaries on a consolidated basis for any Excess Cash Flow Period, EBITDA of the Borrower and its Subsidiaries on
a consolidated basis for such Excess Cash Flow Period without giving effect to clauses (v), (viii), (ix), (xi) and (xv) thereof, minus,
without duplication:


 




    -34-


     


    

(a)              
Debt Service for such Excess Cash Flow Period to the extent paid (including (i) fees and expenses paid to the Administrative Agent
in connection with its services hereunder, (ii) other bank, administrative or rating agency (or trustee) and financing fees, (iii) costs
of surety bonds in connection with financing activities (whether amortized or immediately expensed) and (iv) commissions, discounts, closing
fees and other fees and charges owed with respect to revolving commitments, letters of credit, bank guarantees, bankers’ acceptances
or any similar facilities or financing and Hedging Agreements),


 


(b)              
the aggregate principal amount of any voluntary payment permitted hereunder of term Indebtedness and the amount of any voluntary
payments of revolving Indebtedness to the extent accompanied by permanent reductions of any revolving facility commitments during such
Excess Cash Flow Period (other than any voluntary prepayment of the Term Loans and Other First Lien Debt, which shall be the subject of
Section 2.11(c)(ii)(A) and any voluntary prepayments of the Revolving Facility Commitment, which shall be the subject of Section
2.11(c)(ii)(B)),


 


(c)              
Taxes (including Taxes paid pursuant to any Tax sharing arrangement) paid in cash or Tax reserves set aside in good faith for amounts
payable in respect of such Fiscal Year by Holdings, the Borrower and its Subsidiaries during such Excess Cash Flow Period or that will
be paid within six months after the end of such Excess Cash Flow Period and the amount of any distributions made pursuant to Sections 6.06(b)(iii)
and Section 6.06(b)(v) during such Excess Cash Flow Period or that will be made within six months after the close of such Excess
Cash Flow Period; provided (x) that with respect to any such amounts to be paid or distributed after the close of such Excess Cash
Flow Period, (i) any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period, except to the extent such
amount has been added back pursuant to clause (B)(g) below and is subsequently paid or distributed, and (ii) appropriate reserves shall
have been established in accordance with GAAP and (y) any reserves set aside not actually paid during the Excess Cash Flow Period or such
six month period after the Excess Cash Flow Period shall increase Excess Cash Flow in the next subsequent Excess Cash Flow Period,


 


(d)              
an amount equal to any increase in Working Capital (other than any increase arising from the recognition or de-recognition of any
Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and its Subsidiaries for such
Excess Cash Flow Period,


 


(e)              
cash expenditures made in respect of Hedging Agreements during such Excess Cash Flow Period, to the extent not reflected in the
computation of EBITDA or Interest Expense,


 


(f)               
amounts paid in cash pursuant to a long term cash incentive plan,


 


(g)              
amounts paid in cash during such Excess Cash Flow Period on account of (A) items that were accounted for as non-cash reductions
of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of the
Borrower and its Subsidiaries in a prior Excess Cash Flow Period and (B) reserves or accruals established in purchase accounting,


 




    -35-


     


    

(h)              
the aggregate principal amount of all mandatory prepayments and scheduled repayments of Indebtedness (other than those required
due to the incurrence of Indebtedness (other than revolving Indebtedness)), together with the aggregate amount of any interest, premiums,
make whole or penalty payments required to be paid (and actually paid) in connection therewith (other than any mandatory prepayment of
the Term Loans and Other First Lien Debt, which shall be the subject of Section 2.11(c)(ii)(C)),


 


(i)                
the amount related to items that were added to or excluded from or not deducted from Net Income in calculating Consolidated Net
Income or were added to or excluded from or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented
a cash payment which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period, or an accrual for a
cash payment, by the Borrower and its Subsidiaries that did not represent cash received by the Borrower and its Subsidiaries, in each
case on a consolidated basis during such Excess Cash Flow Period,


 


(j)                
the amount of (A) any deductions attributable to minority interests that were added to or not deducted from Net Income in calculating
Consolidated Net Income and (B) EBITDA of joint ventures and minority investments added to Consolidated Net Income in calculating EBITDA,


 


(k)              
cash payments by the Borrower and its Subsidiaries made (or committed) in respect of long term liabilities (including for the purpose
of clarity, the current portion of such long term liabilities) of the Borrower and its Subsidiaries other than Indebtedness, except to
the extent such cash payments were deducted in the calculation of Consolidated Net Income or EBITDA, and


 


(l)                
to the extent included in the calculation of EBITDA for such Excess Cash Flow Period, the amount of any insurance proceeds received
by the Borrower or any Subsidiary during such period under any representation and warranty insurance policy obtained in connection with
any acquisition or Investment permitted by this Agreement;


 


plus, without duplication:


 


(m)            
an amount equal to any decrease in Working Capital (other than any decrease arising from the recognition or de-recognition of any
Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and its Subsidiaries for such
Excess Cash Flow Period,


 


(n)              
cash payments received in respect of Hedging Agreements during such Excess Cash Flow Period to the extent (i) not included in the
computation of EBITDA or (ii) such payments do not reduce Interest Expense,


 


(o)              
any extraordinary or non-recurring gain realized in cash during such Excess Cash Flow Period (except to the extent such gain consists
of Net Proceeds subject to Section 2.11(b)),


 


(p)              
the amount related to items that were deducted from or not added to Net Income in connection with calculating Consolidated Net
Income or were deducted from or not


 




    -36-


     


    

added to Consolidated Net Income
in calculating EBITDA to the extent either (i) such items represented cash received by the Borrower or any Subsidiary or (ii) such items
do not represent cash paid by the Borrower or any Subsidiary, in each case on a consolidated basis during such Excess Cash Flow Period,
and


 


(q)              
to the extent any payments for Taxes referred to in clause (e) above are not made in the following Excess Cash Flow Period, the
amount of Taxes that were not so paid in such following Excess Cash Flow Period.


 


“Excess Cash Flow Period” shall mean each Fiscal
Year of the Borrower, commencing with the Fiscal Year of the Borrower ending on September 30, 2022 (or, for purposes of calculating the
Cumulative Retained Excess Cash Flow Amount for purposes of the Cumulative Credit with respect to the period ending on September 30, 2021,
the period commencing on October 1, 2020 and ending on September 30, 2021).


 


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


 


“Excluded Indebtedness” shall mean all Indebtedness
not incurred in violation of Section 6.01 (other than Refinancing Term Loans or any Indebtedness incurred pursuant to Section
6.01(b)(ii) or Section 6.01(y)).


 


“Excluded Proceeds” shall have the meaning assigned
to such term in the definition of “Net Proceeds.”


 


“Excluded Property” shall have the meaning assigned
to such term in Section 5.10(e).


 


“Excluded Securities” shall mean any of the following:


 


(a)              
any Equity Interests or Indebtedness with respect to which the Collateral Agent and the Borrower reasonably agree that the cost
or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are
likely to be excessive in relation to the value (as determined by the Borrower in good faith) to be afforded thereby;


 


(b)              
any Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of (i) any Foreign Subsidiary or (ii)
any FSHCO;


 


(c)              
any Indebtedness having an individual principal amount less than $5,000,000;


 


(d)              
any Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any Requirement of Law;


 


(e)              
any Equity Interests of any person that is not a Wholly Owned Subsidiary;


 


(f)               
any Equity Interests of any Immaterial Subsidiary, any Unrestricted Subsidiary or any Receivables Subsidiary;


 




    -37-


     


    

(g)              
any Equity Interests owned by (i) any Foreign Subsidiary or (ii) any FSHCO;


 


(h)              
any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests could reasonably be expected to result
in material adverse Tax consequences to Holdings, the Borrower or any Subsidiary as determined in good faith by the Borrower in consultation
with the Administrative Agent;


 


(i)                
any Equity Interests or Indebtedness that are set forth on Schedule 1.01(A) to this Agreement or that have been identified
on or prior to the Closing Date in writing to the Agent by a Responsible Officer of the Borrower and agreed to by the Collateral Agent;


 


(j)                
to the extent permitted pursuant to Article VIA, any Indebtedness owned by or owing to Holdings, other than intercompany
receivables; and


 


(k)              
any Margin Stock;


 


provided that, in no
event shall this definition of “Excluded Securities” include the Equity Interests in Holdings, the Borrower or any Subsidiary
Loan Party.


 


“Excluded Subsidiary” shall mean any of the following
(except as otherwise provided in the definition of Subsidiary Loan Party):


 


(a)              
each Immaterial Subsidiary,


 


(b)              
each Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary),


 


(c)              
each Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Secured Obligations by any Requirement of
Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure
the Secured Obligations (unless such consent, approval, license or authorization has been received),


 


(d)              
each Subsidiary for which the Guaranteeing or granting Liens to secure the Secured Obligations on the Closing Date or at the time
such Subsidiary becomes a Subsidiary not in violation of Section 6.09(c) is prohibited by, or would violate, invalidate, terminate
(or cause a right of termination in favor of a third party) or cause a breach under any applicable contractual requirement with an unaffiliated
third party (and for so long as such restriction or any replacement or renewal thereof is in effect and so long as such restriction was
not created in anticipation of such Person becoming a subsidiary),


 


(e)              
any Receivables Subsidiary,


 


(f)               
any Foreign Subsidiary (including the Euro Borrower),


 


(g)              
any FSHCO,


 




    -38-


     


    

(h)              
any Subsidiary that is a Subsidiary of (i) any Foreign Subsidiary or (ii) any FSHCO,


 


(i)                
any Captive Insurance Subsidiary,


 


(j)                
any Unrestricted Subsidiary,


 


(k)              
any not-for-profit Subsidiary,


 


(l)                
any other Subsidiary with respect to which, (x) the Administrative Agent and the Borrower reasonably agree that the cost or other
consequences of providing a Guarantee of or granting Liens to secure the Secured Obligations are likely to be excessive in relation to
the value (as determined by the Borrower in good faith) to be afforded thereby or (y) providing such a Guarantee or granting such Liens
could reasonably be expected to result in material adverse Tax consequences as determined in good faith by the Borrower in consultation
with the Administrative Agent, and


 


(m)            
with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract participant” as defined in the
Commodity Exchange Act and the regulations thereunder.


 


“Excluded Swap Obligation” shall mean, with respect
to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant
by such Guarantor 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 Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such
security interest becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and
the Borrower. 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” shall mean, any of the following
Taxes imposed on or required to be withheld or deducted from a payment to a Recipient,


 


(i)                
Taxes imposed on or measured by its overall net income or branch profits (however denominated), and franchise (and similar) Taxes
imposed on it (in lieu of net income Taxes), in each case (x) by a jurisdiction (including any political subdivision thereof) as a result
of such Recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable Lending Office
in, such jurisdiction, or (y) that are Other Connection Taxes,


 


(ii)             
in the case of a Lender, any U.S. federal withholding Tax imposed on any payment by or on account of any obligation of any Loan
Party hereunder or under any other Loan Document that is required to be imposed on amounts payable to a Lender (other than to the extent
such Lender is an assignee pursuant to a request by the Borrower under Section 2.19(b) or 2.19(c)) pursuant to laws in force
at the time such Lender becomes


 




    -39-


     


    

a party hereto (or
designates a new Lending Office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the
designation of a new Lending Office (or assignment), to receive additional amounts or indemnification payments from any Loan Party with
respect to such withholding Tax pursuant to Section 2.17,


 


(iii)           
any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan
Document that is attributable to the Administrative Agent’s, any Lender’s or any other recipient’s failure to comply
with Sections 2.17(e) or (f),


 


(iv)            
in relation to the Euro Borrower, any Belgian withholding Tax due as a direct or indirect consequence of the relevant Lender not
being a Belgian Qualifying Lender, or ceasing to be a Belgian Qualifying Lender other than as a result of any change after the date it
became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Tax treaty, or any published
practice or published concession of any relevant taxing authority, and


 


(v)              
any Tax imposed under FATCA.


 


“Existing Class Loans” shall have the meaning assigned
to such term in Section 9.08(f).


 


“Existing Credit Agreement” shall mean that certain
Amended and Restated Credit Agreement, dated as of December 20, 2017, by and among the Borrower, as borrower, the guarantors from time
to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender
and letter-of-credit issuer, and the other parties party thereto (as amended by (i) that certain First Amendment to Credit Agreement dated
as of April 8, 2019 by and among the Borrower, the Guarantors party thereto, the Lenders party thereto (as defined therein) and Bank of
America, N.A. and (ii) that certain Second Amendment to Amended and Restated Credit Agreement dated as of March 20, 2020 by and among
the Borrower, the Guarantors party thereto, the Lenders party thereto (as defined therein) and Bank of America, N.A., and as further amended,
supplemented or otherwise modified from time to time prior to the Closing Date).


 


“Existing Roll-Over Letters of Credit” shall mean
those letters of credit or bank guarantees issued and outstanding as of the Closing Date and set forth on Schedule 1.01(C), which
shall each be deemed to constitute a Letter of Credit issued hereunder on behalf of the Borrower on the Closing Date.


 


“Extended Revolving Facility Commitment” shall have
the meaning assigned to such term in Section 2.21(e).


 


“Extended Revolving Loan” shall have the meaning
assigned to such term in Section 2.21(e).


 


“Extended Term Loan” shall have the meaning assigned
to such term in Section 2.21(e).


 




    -40-


     


    

“Extending Lender” shall have the meaning assigned
to such term in Section 2.21(e).


 


“Extension” shall have the meaning assigned to such
term in Section 2.21(e).


 


“Extension Amendment” shall mean an amendment to
this Agreement that is reasonably satisfactory to the Administrative Agent (to the extent required by ‎Section
2.21(e)) and the Borrower, executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Lender that has accepted
the applicable offer for Extension pursuant hereto and in accordance with ‎Section
2.21(e).


 


“Facility” shall mean the respective facility and
commitments utilized in making Loans and credit extensions hereunder, it being understood that (x) as of the Closing Date there are two
Facilities (i.e., the Initial Term B Facility and the Initial Revolving Facility Commitments established on the Closing Date and the extensions
of credit thereunder), (y) on the 2022 Incremental Amendment Effective Date there are three Facilities (the Initial Term B Facility established
on the Closing Date, the 2022 Incremental Term B Facility established on the 2022 Incremental Amendment Effective Date and the Initial
Revolving Facility Commitments established on the Closing Date and the extensions of credit thereunder) and (z) after the 2022 Incremental
Amendment Effective Date, the term “Facility” may include any other Class of Loans or Commitments and the extensions of credit
thereunder.


 


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


 


“Federal Funds Effective Rate” shall mean, for any
day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions
(as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published
on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that
if the Federal Funds Effective Rate for any day is less than zero, the Federal Funds Effective Rate for such day will be deemed to be
zero.


 


“Fee Letters” shall mean the Arranger Fee Letter
and the Administrative Agent Fee Letter.


 


“Fees” shall mean the Commitment Fees, the L/C Participation
Fees, the Issuing Bank Fees and the Administrative Agent Fees.


 


“Financial Covenant” shall mean the covenant of
the Borrower and its Subsidiaries set forth in Section 6.11.


 




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“Financial Officer” of any person shall mean the
Chief Financial Officer or an equivalent financial officer, principal accounting officer, Chief Executive Officer, Treasurer, Assistant
Treasurer, Controller or a director of such person, or a duly authorized signatory of such person who is a Financial Officer of a subsidiary
of such person.


 


“First Amendment” means that certain First Amendment
dated as of the First Amendment Effective Date, by and among the Borrower, the Euro Borrower, the Lenders party thereto and the Administrative
Agent.


 


“First Amendment Effective Date” means the “Amendment
Effective Date” (as defined in the First Amendment), which date is July 16, 2021.


 


“fiscal quarter” shall mean a fiscal quarter of
any Fiscal Year.


 


“Fiscal Year” shall mean the fiscal year of the
Borrower ending on September 30 of each calendar year.


 


“Fitch” shall mean Fitch Ratings Inc. and its successors
and assigns.


 


“Fixed Amounts” shall have the meaning assigned
to such term in Section 1.04(b).


 


“Floor” shall mean, in the case of 2022 Incremental
Term B Loans, 0.75%.


 


“foreign” shall mean any jurisdiction other than
the United States of America, any state thereof or the District of Columbia.


 


“Foreign Lender” shall mean any Lender (a) that
is not disregarded as separate from its owner for U.S. federal income Tax purposes and that is not a “United States person”
as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income Tax purposes
and whose regarded owner is not a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“Foreign Subsidiary” shall mean any Subsidiary of
the Borrower that is organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District
of Columbia.


 


“Fourth
Amendment” means that certain Fourth Amendment dated as of the Fourth Amendment Effective Date, by and among the Borrower, the Euro
Borrower, the Lenders party thereto and the Administrative Agent.


 


“Fourth
Amendment Effective Date” means the “Amendment Effective Date” (as defined in the Fourth Amendment), which date is December
27, 2022.


 


“Fronting Exposure” shall mean, at any time there
is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving Facility Percentage of Revolving
L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than such Revolving L/C Exposure as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof
and (b)


 




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with respect to the Swingline Lender, such Defaulting Lender’s
Swingline Exposure other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated
to other Lenders.


 


“FSHCO” shall mean any direct or indirect Subsidiary
of the Borrower that has no material assets other than the capital stock or capital stock and Indebtedness of one or more Foreign Subsidiaries.


 


“GAAP” shall mean generally accepted accounting
principles in the United States of America, as in effect from time to time.


 


“Governmental Authority” shall mean any federal,
state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.


 


“Guarantee” of or by any person (the “guarantor”)
shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other monetary obligation (the “primary obligations”) payable or performable by another person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, 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 owner of such Indebtedness or other obligation
of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose
of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders
against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other
obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a
Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however,
that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of
business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition
or Disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee
of any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of
the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable
are not stated or determinable, in which case the amount of such Guarantee shall be such guarantor’s maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith.


 


“Guarantee Agreement” shall mean the Guarantee Agreement
dated as of the Closing Date as may be amended, restated, supplemented or otherwise modified from time to time, among the Borrower, each
Subsidiary Loan Party and the Collateral Agent.


 




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“guarantor” shall have the meaning assigned to such
term in the definition of the term “Guarantee.”


 


“Guarantors” shall mean (i) (if and when applicable)
Holdings, (ii) with respect to (x) the Secured Obligations of any Loan Party in respect of Secured Hedge Agreements or Secured Cash
Management Agreements or any Permitted Supply Chain Obligations (other than the Secured Obligations of the Borrower) and (y) the
Loan Obligations of the Euro Borrower, the Borrower, and (iii) each Subsidiary Loan Party.


 


“Hazardous Materials” shall mean all pollutants,
contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances
or petroleum by products or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or
pesticides, fungicides, fertilizers or other agricultural chemicals, of any nature subject to regulation or which can give rise to liability
under any Environmental Law due to their hazardous or toxic characteristics.


 


“Hedge Bank” shall mean any person that, at the
time it enters into a Hedging Agreement (or on the Closing Date), is (or an Affiliate thereof is) (a) an Agent, an Arranger or a Lender,
regardless of whether any such person shall thereafter cease to be an Agent, an Arranger or a Lender or an Affiliate of any of the foregoing,
(b) from time to time identified to the Administrative Agent by the Borrower in writing as a Hedge Bank hereunder or (c) listed in Schedule
1.01(E); provided that in no event shall the Secured Obligations in respect of Secured Hedge Agreements owing to any Person that is a
Hedge Bank in reliance on this clause (b) exceed, together with any amounts incurred under clause (b) of the definition of “Cash
Management Bank”, $75,000,000, at any time outstanding.


 


“Hedging Agreement” shall mean any agreement with
respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to,
one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures
of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction,
securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction
or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided that no phantom
stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees
or consultants of Holdings, the Borrower or any of its Subsidiaries shall be a Hedging Agreement.


 


“Holdings” shall have the meaning assigned to such
term in Section 5.10(h).


 


“Holdings Formation Date” shall have the meaning
assigned to such term in Section 5.10(h).


 


“Huntley Real Estate Transaction” shall mean a sale
and/or Sale and Lease Back Transaction in respect of the Borrower’s manufacturing facility in Huntley, Illinois.


 


“Immaterial Subsidiary” shall mean any Subsidiary
that did not, as of the last day of the most recent Test Period, have assets with a value in excess of 2.5% of the Consolidated


 




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Total Assets or revenues representing in excess of 5% of total revenues
of the Borrower and its Subsidiaries on a consolidated basis as of such date; provided that the Borrower may elect in its sole
discretion to exclude as an Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof. Each Immaterial Subsidiary
as of the Closing Date shall be set forth in Schedule 1.01(B), and the Borrower shall update such Schedule from time to time after
the Closing Date as necessary to reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to or removed
from such Schedule to be made as the Borrower may determine).


 


“Increased Amount” of any Indebtedness shall mean
any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization
of original issue discount or deferred financing fees, the payment of interest or dividends in the form of additional Indebtedness or
in the form of Equity Interests, as applicable, the accretion of original issue discount, deferred financing fees or liquidation preference
and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.


 


“Incremental Amount” shall mean, at the time of
the establishment of the commitments in respect of the Indebtedness to be incurred utilizing this definition (or, at the option of the
Borrower, at the time of incurrence of such Indebtedness), the sum of (without duplication):


 


(i)                
(a) the greater of (i) $230,000,000 and (ii) 1.00 times EBITDA, calculated on a Pro Forma Basis, for the most recently
ended four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 5.04(a)
or (b) (the “Incremental Starter Amount”) plus amounts available to be incurred in reliance on the reallocation
allowed under Section 6.01(k) minus (b) the sum of (1) the aggregate outstanding principal amount of all Incremental Term Loans
and Incremental Revolving Facility Commitments, in each case incurred or established after the Closing Date and outstanding at such time
pursuant to Section 2.21 utilizing this clause (i) and (2) the aggregate outstanding principal amount of any Indebtedness incurred
pursuant to Section 6.01(z); plus


 


(ii)             
any amounts so long as immediately after giving effect to the establishment of the commitments in respect thereof utilizing this
clause (ii) (and assuming any Incremental Revolving Facility Commitments or Incremental Term Loan Commitments established at such time
utilizing this clause (ii) are fully drawn unless such commitments have been drawn or have otherwise been terminated) (or, at the option
of the Borrower, immediately after giving effect to the incurrence of the Incremental Loans thereunder) and the use of proceeds thereunder,
the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than the greater of (I) 4.50 to 1.00 and (II) if such Indebtedness
is incurred in connection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition and including
through a merger or consolidation) or an Investment, where such acquisition, merger, consolidation or Investment is permitted by this
Agreement, the Net First Lien Leverage Ratio in effect immediately prior thereto; provided that, for purposes of this clause (ii), net
cash proceeds funded by financing sources upon the incurrence of Incremental Loans incurred at such time shall not be netted against the
applicable amount of Consolidated Average Debt for purposes of such calculation of the Net First Lien Leverage Ratio at such time; plus


 




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(iii)           
the aggregate amount of (A) all voluntary prepayments of Term Loans (including Other Term Loans) or Incremental Term Loans, (B)
all voluntary prepayments of Revolving Facility Loans or Incremental Revolving Loans (accompanied by a permanent reduction of Revolving
Facility Commitments or Incremental Revolving Facility Commitments, as applicable), (C) all voluntary prepayments of Refinancing Term
Loans or Replacement Revolving Loans (accompanied by a permanent reduction of Replacement Revolving Facility Commitments in the case of
a prepayment of Replacement Revolving Loans) (to the extent such Refinancing Term Loans or Replacement Revolving Loans were previously
applied to the prepayment of any Indebtedness set forth in this clause (iii)), (D) all voluntary prepayments or permanent commitment reductions
of any Incremental Equivalent Debt that ranks pari passu with the Term Loans (including Other Term Loans), and (E) the principal amount
of (or, in the case of a below-par Permitted Loan Purchase, the amount of cash used for) all Indebtedness set forth in this clause (iii)
that ranks pari passu with the Term Loans (including Other Term Loans) and purchased by the Borrower or any of its Subsidiaries, in each
case of this clause (iii), made prior to such time and so long as such prepayment or purchase was not funded with the proceeds of long-term
Indebtedness (other than revolving Indebtedness); plus


 


(iv)            
in the case of any Incremental Facility or Incremental Equivalent Debt that effectively extends the Revolving Facility Maturity
Date or Term Facility Maturity Date with respect to any Class of Loans and/or Commitments hereunder, an amount equal to the portion of
the relevant Class of Loans or Commitments that will be replaced by such Incremental Facility or Incremental Equivalent Debt; plus


 


(v)              
in the case of any Incremental Facility or Incremental Equivalent Debt that effectively replaces any Commitment terminated in accordance
with Section 2.19 hereof, an amount equal to the relevant Commitment;


 


provided
that, for the avoidance of doubt, (A) amounts may be established or incurred utilizing clause (ii) above prior to utilizing clause (i),
(iii), (iv) or (v) above, (B) any calculation of the Net First Lien Leverage Ratio on a Pro Forma Basis pursuant to clause (ii) above
may be determined, at the option of the Borrower, without giving effect to any simultaneous establishment or incurrence of any amounts
utilizing clause (i), (iii), (iv) or (v) above and (C) any amounts previously incurred utilizing clause (iii), (iv) or (v) above may,
at the election of Borrower, later be reclassified as having been established under clause (ii) above, so long as the Borrower meets the
requirements of clause (ii) above on a Pro Forma Basis after giving effect to such reclassification (in which case the amount available
under clause (iii), (iv) or (v) shall be automatically increased by the amount so reclassified).


 


“Incremental Assumption Agreement” shall mean an
Incremental Assumption Agreement reasonably satisfactory to the Administrative Agent (solely for purposes of giving effect to Section
2.21) among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving
Facility Lenders.


 


“Incremental Commitment” shall mean an Incremental
Term Loan Commitment or an Incremental Revolving Facility Commitment.


 




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“Incremental Equivalent Debt” shall mean Indebtedness
incurred under Sections 6.01(q)(i), 6.01(r)(i), 6.01(s)(i) and/or 6.01(z)(i).


 


“Incremental Loan” shall mean an Incremental Term
Loan or an Incremental Revolving Loan.


 


“Incremental Revolving Borrowing” shall mean a Borrowing
comprised of Incremental Revolving Loans.


 


“Incremental Revolving Facility” shall mean any
Class of Incremental Revolving Facility Commitments and the Incremental Revolving Loans made thereunder.


 


“Incremental Revolving Facility Commitment” shall
mean the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Revolving Loans to the Borrower.


 


“Incremental Revolving Facility Lender” shall mean
a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Loan.


 


“Incremental Revolving Loan” shall mean (i) Revolving
Facility Loans made by one or more Revolving Facility Lenders to the Borrower pursuant to an Incremental Revolving Facility Commitment
to make additional Initial Revolving Facility Loans and (ii) to the extent permitted by Section 2.21 and provided for in the relevant
Incremental Assumption Agreement, Extended Revolving Loans or Replacement Revolving Loans, as applicable, or (iii) any of the foregoing.


 


“Incremental Starter Amount” shall have the meaning
assigned to such term in the definition of Incremental Amount.


 


“Incremental Term Borrowing” shall mean a Borrowing
comprised of Incremental Term Loans.


 


“Incremental Term Facility” shall mean any Class
of Incremental Term Loan Commitments and the Incremental Term Loans made thereunder.


 


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


 


“Incremental Term Loan Commitment” shall mean the
commitment of any Lender, established pursuant to Section 2.21, to make Incremental Term Loans to the Borrower.


 


“Incremental Term Loan Installment Date” shall have,
with respect to any Class of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the meaning assigned
to such term in Section 2.10(a)(ii).


 


“Incremental Term Loans” shall mean (i) term loans
made by one or more Lenders to the Borrower pursuant to Section 2.01(c) consisting of additional Term Loans and (ii) to the extent
permitted by Section 2.21 and provided for in the relevant Incremental Assumption


 




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Agreement, Other Term Loans (including in the form of Extended Term
Loans or Refinancing Term Loans, as applicable), or (iii) any of the foregoing.


 


“Incurrence-Based Amounts” shall have the meaning
assigned to such term in Section 1.04(b).


 


“Indebtedness” of any person shall mean, if and
to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared
in accordance with GAAP, without duplication, (a)(a) all obligations of such person for borrowed money, (b)(b) all obligations
of such person evidenced by bonds, debentures, notes or similar instruments, (c)(c) all obligations of such person under conditional
sale or other title retention agreements relating to property or assets purchased by such person, (d)(d) all obligations of such
person issued or assumed as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course),
to the extent that the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP,
(e)(e) all Capitalized Lease Obligations of such person, (f)(f) all net payments that such person would have to make in the
event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Hedging Agreements,
(g)(g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters
of credit, (h)(h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i)(i) all
Guarantees by such person of Indebtedness described in clauses (a) to (h) above (other than Indebtedness of another Loan Party) and (j)(j) the
amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding
(i) accrued dividends that have not increased the liquidation preference of such Disqualified Stock and (ii) accrued preferred return
on the Borrower’s preferred units); provided that Indebtedness shall not include (A) trade and other ordinary-course payables,
accrued expenses, and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue, (C) purchase
price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed
obligations of the seller of such asset, (D) obligations under or in respect of Receivables Financings, (E) earn-out obligations until
such obligations become a liability on the balance sheet of such person in accordance with GAAP, (F) obligations in respect of Third Party
Funds, (G) in the case of the Borrower and its Subsidiaries, (I) all intercompany Indebtedness having a term not exceeding 364 days (inclusive
of any roll-over or extensions of terms) and made in the ordinary course of business and (II) intercompany liabilities in connection with
the cash management, Tax and accounting operations of the Borrower and its Subsidiaries or (H) defined benefit liabilities. The Indebtedness
of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that
the instrument or agreement evidencing such Indebtedness limits the liability of such person in respect thereof. Notwithstanding anything
in this Agreement to the contrary, in no event shall any obligations under supply chain financing arrangements of the Borrower and its
Subsidiaries in an aggregate outstanding principal amount of up to $62,500,000 constitute Indebtedness for purposes of the Loan Documents
(but for the avoidance of doubt, the Additional Supply Chain Financing Arrangements shall constitute Indebtedness under the Loan Documents).


 


“Indemnified Taxes” shall mean (a) all Taxes, other
than Excluded Taxes, imposed on or with respect to any payment by or on account of any obligation of any Loan Party hereunder


 




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or under any other Loan Document and (b) to the extent not otherwise
described in (a), Other Taxes.


 


“Indemnitee” shall have the meaning assigned to
such term in Section 9.05(b).


 


“Ineligible Institution” shall mean (i)(i) any
person identified as a “Disqualified Lender” in writing to the Arrangers by the Borrower or an Affiliate of the Borrower on
or prior to the Closing Date, (ii)(ii) any bona fide business competitor of Holdings, the Borrower or any of their respective subsidiaries,
in each case identified in writing as such to the Arrangers by the Borrower prior to the Closing Date or to the Administrative Agent on
or after the Closing Date, (iii)(iii) any Affiliate of such competitor that is (A) identified in writing to the Administrative Agent by
the Borrower as such from time to time or (B) clearly identifiable based on the name of such Affiliate (other than a Bona Fide Debt Fund)
and (iv)(iv) any person identified in writing to the Administrative Agent by the Borrower from time to time after the Closing Date
as a “Disqualified Lender” or as an Affiliate of any Ineligible Institution under clause (i) and approved by the Administrative
Agent; provided that no such updates pursuant to clauses (ii) or (iii) shall be deemed to retroactively disqualify any parties
that have previously acquired an assignment or participation interest in respect of the Loans from continuing to hold or vote such previously
acquired assignments and participations on the terms set forth herein for Lenders that are not Ineligible Institutions.


 


“Information” shall have the meaning assigned to
such term in Section 3.14(a).


 


“Initial Revolving Facility” shall mean the Initial
Revolving Facility Commitments and the extensions of credit made in respect thereof by the Initial Revolving Facility Lenders of such
Class.


 


“Initial Revolving Facility Commitment” shall mean,
with respect to each Initial Revolving Facility Lender, the commitment of such Initial Revolving Facility Lender to make Initial Revolving
Facility Loans pursuant to Section 2.01(b), expressed as an amount representing the maximum aggregate permitted amount of such
Initial Revolving Facility Lender’s Revolving Facility Credit Exposure in respect of the Initial Revolving Facility hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant
to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under Section 2.21.
The initial amount of each Initial Revolving Facility Lender’s Initial Revolving Facility Commitment is set forth on Schedule
2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its
Initial Revolving Facility Commitment. The aggregate amount of the Initial Revolving Facility Lenders’ Initial Revolving Facility
Commitments on the Closing Date is $300,000,000.


 


“Initial Revolving Facility Lender” shall mean a
Lender with an Initial Revolving Facility Commitment or with outstanding Initial Revolving Facility Loans.


 


“Initial Revolving Facility Loan” shall mean a Loan
made pursuant to the Initial Revolving Facility Commitments.


 


“Initial Revolving Facility Maturity Date” shall
mean October 30, 2025.


 




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“Initial Term B Borrowing” shall mean any Borrowing
comprised of Initial Term B Loans.


 


“Initial Term B Facility” shall mean the Initial
Term B Loan Commitments and the Initial Term B Loans made hereunder.


 


“Initial Term B Facility Lender” shall mean a Lender
with an Initial Term B Loan Commitment or with outstanding Initial Term B Loans.


 


“Initial Term B Facility Maturity Date” shall mean
October 30, 2027.


 


“Initial Term B Loan Installment Date” shall have
the meaning set forth in Section 2.10(a).


 


“Initial Term B Loan Commitment” shall mean, with
respect to each Lender, the commitment of such Lender to make Initial Term B Loans hereunder. The amount of each Lender’s Initial
Term B Loan Commitment as of the Closing Date is set forth on Schedule 2.01. The aggregate amount of the Initial Term B Loan Commitments
as of the Closing Date was $1,250,000,000.


 


“Initial Term B Loans” shall mean the term loans
made by the Lenders to the Borrower pursuant to the first sentence of Section 2.01(a) pursuant to their Initial Term B Loan Commitments.


 


“Inside Maturity Basket” shall mean, with respect
to (i) any Permitted Refinancing Indebtedness described in clause (b)(z) of the definition thereof, (ii) any Refinancing Notes
described in clauses (c) and (d) of the definition thereof, (iii) any Incremental Term Loans described in Section 2.21(b)(iii)
and Section 2.21(b)(iv), (iv) any Refinancing Term Loans described in Section 2.21(j)(i), and (v) any Indebtedness for borrowed
money incurred under 6.01(q)(i), 6.01(r)(i), and 6.01(z)(i) that is subject to the last paragraph of Section 6.01,
an aggregate amount for all such Indebtedness at any time outstanding not exceeding the greater of (x) $115,000,000 and (y) 0.50 times
EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; provided that no more than the greater of
(x) $115,000,000 and (y) 0.50 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period of the aggregate
principal amount of Indebtedness incurred in reliance on the Inside Maturity Basket at any time outstanding shall mature prior to the
Initial Revolving Facility Maturity Date.


 


“Intellectual Property” shall mean all U.S. and
non-U.S. (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress, and other source identifiers, designs
and domain names, (c) copyrights, (d) design rights, inventions, original works of authorship, trade secrets, confidential information,
know-how and all other intellectual property rights and interests, whether registered or unregistered and (e) all registrations and applications
for registration therefor.


 


“Intercreditor Agreement” shall have the meaning
assigned to such term in Section 8.11.


 




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“Interest Election Request” shall mean a request
by the Borrower to convert or continue a Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit
D or another form approved by the Administrative Agent.


 


“Interest Expense” shall mean, with respect to any
person for any period, the sum of (a) gross interest expense of such person for such period on a consolidated basis, including the portion
of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense and including amortization of
deferred financing fees and original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment
or other financing fees and non-cash interest expense attributable to movement in mark to market of obligations in respect of Hedging
Agreements or other derivatives (in each case permitted hereunder) under GAAP and (b) capitalized interest of such person, minus interest
income for such period. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments
made or received and costs incurred by the Borrower and its Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP.


 


“Interest Payment Date” shall mean, (a) with respect
to any Eurocurrency Loan or any Term SOFR Loan, as applicable, (i) the last Business Day of the Interest Period applicable to the Borrowing
of which such Loan is a part, (ii) in the case of a Eurocurrency Borrowing or a Term SOFR Borrowing, as applicable, with an Interest Period
of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three
months’ duration been applicable to such Borrowing and (iii) in addition, the date of any refinancing or conversion of such Borrowing
with or to a Borrowing of a different Type, and (b) with respect to any ABR Loan and each Swingline Loan, the last Business Day of each
calendar quarter.


 


“Interest Period” shall mean, as to any Eurocurrency
Borrowing (other than a Borrowing of Euro Swingline Loans) or Term SOFR Borrowing, as applicable, the period commencing on the date of
such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending
on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is
one, three or six months thereafter (or 12 months, if agreed by all relevant Lenders with respect to such Borrowing or, if agreed to by
the Administrative Agent, any shorter period), as the Borrower may elect; provided, however, that if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business
Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.


 


“Investment” shall mean (i) any purchase or
acquisition (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) of
any Equity Interests, evidences of Indebtedness or other securities of any other person, (ii) any making of loans or advances to
or Guarantees of the Indebtedness of any other person (other than in respect of (A) intercompany liabilities incurred in connection with
the cash management, Tax and accounting operations of Holdings, the Borrower and its Subsidiaries and (B) intercompany


 




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loans, advances or Indebtedness having a term not exceeding 364 days
(inclusive of any roll-overs or extensions of terms) and made in the ordinary course of business or consistent with industry practices),
or (iii) any purchase or other acquisition, in one transaction or a series of related transactions, of (x) all or substantially all
of the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of such
person. The amount of any Investment shall be the original cost of such Investment, plus the cost of any addition thereto that otherwise
constitutes an Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect
thereto, but giving effect to any repayments of principal in the case of any Investment in the form of a loan and any return or reduction
of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, share buyback, redemption
or sale).


 


“IPO Entity” shall have the meaning assigned to
such term in the definition of “Qualified IPO.”


 


“IPO Equity” shall have the meaning assigned to
such term in the definition of “Qualified IPO.”


 


“IPO Reorganization Transaction” shall mean transactions
taken in connection with and reasonably related to consummating an initial public offering.


 


“IRS” shall mean the U.S. Internal Revenue Service.


 


“ISDA Definitions” shall mean the 2006 ISDA Definitions
published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time
to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and
Derivatives Association, Inc. or such successor thereto.


 


“Issuing Bank” shall mean (i) each of Bank of America,
N.A., Bank of Montreal, Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., UBS AG, Stamford Branch and Wells
Fargo Bank, National Association, (ii) for purposes of the Existing Roll-Over Letters of Credit, the Issuing Bank set forth on Schedule
1.01(C), and (iii) each other Issuing Bank designated pursuant to Section 2.05(l), in each case in its capacity as an issuer
of Letters of Credit hereunder, and its successors in such capacity. An Issuing Bank may, in its discretion, arrange for one or more Letters
of Credit to be issued by any branch or Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include
any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate.


 


“Issuing Bank Fees” shall have the meaning assigned
to such term in Section 2.12(b).


 


“Joint Bookrunners” shall mean, collectively, (i)
with respect to the Initial Term B Facility and the Initial Revolving Facility, Bank of America, N.A., BMO Capital Markets Corp, Citibank,
N.A., JPMorgan Chase Bank, N.A., UBS Securities LLC and Wells Fargo Securities, LLC and (ii) with respect to the 2022 Incremental Term
B Facility, Bank of America, N.A., BMO Capital Markets Corp., Capital One, National Association, Citigroup Global Markets Inc., JPMorgan
Chase Bank, N.A., Wells Fargo Securities, LLC, Goldman Sachs Bank USA, UBS


 




    -52-


     


    

Securities LLC and Fifth Third Bank, National Association, each in
their capacities as joint bookrunner.


 


“Judgment Currency” shall have the meaning assigned
to such term in Section 9.27.


 


“Junior Financing” shall mean any Indebtedness (other
than Indebtedness among Holdings, the Borrower and/or its Subsidiaries) that is subordinated in right of payment to the Loan Obligations,
but only to the extent that such Indebtedness both is required by the terms of this Agreement to mature after the Initial Term B Facility
Maturity Date and constitutes Material Indebtedness.


 


“Junior Liens” shall mean Liens on the Collateral
that are junior to the Liens thereon securing the Term Loans (and other Loan Obligations that are pari passu with the Term Loans) pursuant
to a Permitted Junior Intercreditor Agreement (it being understood that Junior Liens are not required to be pari passu with other Junior
Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority
to, other Liens constituting Junior Liens).


 


“L/C Disbursement” shall mean a payment or disbursement
made by an Issuing Bank pursuant to a Letter of Credit.


 


“L/C Participation Fee” shall have the meaning assigned
to such term in Section 2.12(b).


 


“Latest Maturity Date” shall mean, at any date of
determination, the latest of the latest Revolving Facility Maturity Date and the latest Term Facility Maturity Date, in each case then
in effect on such date of determination.


 


“LCT Election” shall have the meaning assigned to
such term in Section 1.04.


 


“LCT Test Date” shall have the meaning assigned
to such term in Section 1.04.


 


“Legal Reservations” shall mean (a) the principle
that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and
fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria,
administration and other laws generally affecting the rights of creditors and secured creditors, (b) the time barring of claims under
applicable statutes of limitation, the possibility that an undertaking to assume liability for or indemnify a person against non-payment
of stamp duty may be void and defenses of set-off or counterclaim, (c) similar principles, right and defenses under the laws of any relevant
jurisdiction and (d) any other matters which are set out as qualifications or reservations as to matters of law of general application
in any legal opinion delivered in connection with the Loan Documents.


 


“Lender” shall mean (x) each financial institution
listed on Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance
in accordance with Section 9.04) and (y) each financial institution listed on Schedule 2.01 of the 2022 Incremental Amendment,
in each case, as well as any person that becomes a


 




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“Lender” hereunder pursuant to Section 9.04 or Section
2.21. Unless the context clearly indicates otherwise, the term “Lenders” shall include any Swingline Lender.


 


“Lending Office” shall mean, as to any Lender, the
applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans.


 


“letter of credit” shall mean any letter of credit
or bank guarantee.


 


“Letter of Credit” shall mean any letter of credit
or bank guarantee issued pursuant to Section 2.05. Each Existing Roll-Over Letter of Credit shall be deemed to constitute a Letter
of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents.


 


“Letter of Credit Sublimit” shall mean the aggregate
Specified Letter of Credit Sublimits of the Issuing Banks, in an aggregate amount not to exceed an amount the Dollar Equivalent of which
is $30,000,000 or such larger amount not to exceed the Revolving Facility Commitment as the Administrative Agent and any applicable Issuing
Bank may agree.


 


“LIBO Rate” shall mean for any Interest Period as
to any Eurocurrency Borrowing,


 


(i)(i) in the case of a Eurocurrency Borrowing denominated in Dollars
or Sterling, (a) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the relevant Bloomberg
screen page which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently
being the LIBOR01 page) (the “LIBOR Screen Rate”) for deposits (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period in Dollars or Sterling, as the case may be, determined as of approximately 11:00 a.m. (London,
England time), two Business Days prior to the commencement of such Interest Period, or (b) in the event the rate referenced in the
preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate determined
by the Administrative Agent to be the offered rate on such other page or other service which displays the LIBOR Screen Rate for deposits
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars or Sterling, as applicable,
determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period;


 


(ii) in the case of a Eurocurrency Borrowing denominated in Australian
Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”), or a successor
or, if any such rate is not available at such time for any reason, comparable rate, which successor or comparable rate is approved
by the Administrative Agent from time to time, in any case, as published on the applicable Bloomberg screen page (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m.
(Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(iii) in the case of a Eurocurrency Borrowing denominated in Canadian
Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a successor or, if any such rate
is not available at such time for any reason, comparable rate, which successor or comparable rate is approved by the Administrative Agent
from time to time, in any case, as published on the applicable Bloomberg screen page (or such other commercially available source


 




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providing such quotations as may be designated by the Administrative
Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate
Determination Date with a term equivalent to such Interest Period;


 


(iv) in the case of a Eurocurrency Borrowing denominated in Euros (other
than a Borrowing of Euro Swingline Loans), the rate per annum equal to the Euro Interbank Offered Rate, or a comparable or successor rate
that is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (Brussels,
Belgium time) on the Rate Determination Date, for deposits in Euros, with a term equivalent to such Interest Period;


 


(v) in the case of any Borrowing of Euro Swingline Loans, the rate
per annum equal the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes
over the administration of that rate) for euro and an overnight period displayed (before any correction, recalculation or republication
by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate)
(or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
at or about 11:00 a.m. (London time) on the date of determination; and


 


(vi) denominated in any Alternative Currency (other than those
specified in clauses (i) through (a)(v) above), the rate per annum as designated with respect to such Alternative Currency at the time
such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.10.


 


“LIBOR Screen Rate” shall have the meaning assigned
to such term in the definition of “LIBO Rate.”


 


“LIBOR Successor Rate” shall have the meaning assigned
to such term in Section 2.14(a).


 


“Lien” shall mean, with respect to any asset, (a)
any mortgage, assignment or transfer for security purposes, deed of trust, lien, hypothecation, pledge, charge, security interest or similar
monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset; provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.


 


“Limited Condition Transaction” shall mean (i) any
acquisition or similar Investment or related transaction or event (including with respect to any Indebtedness contemplated or incurred
in connection therewith), (ii) any Restricted Payment (including with respect to any Indebtedness contemplated or incurred in connection
therewith) and (ii) any redemption, defeasance, satisfaction and discharge or repayment of Indebtedness or Disqualified Stock, in each
case, permitted under this Agreement.


 




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“Loan Documents” shall mean (i) this Agreement,
(ii) the Guarantee Agreement, (iii) the Security Documents, (iv) each Incremental Assumption Agreement (which shall include the 2022 Incremental
Amendment), (v) any Intercreditor Agreement, (vi) any Note issued under Section 2.09(e), (vii) the Letters of Credit and (viii)
solely for the purposes of Sections 4.02(c) and 7.01 hereof, the Administrative Agent Fee Letter.


 


“Loan Obligations” shall mean (a) the due and punctual
payment by the Borrower, or the Euro Borrower, as applicable, of (i) the unpaid principal of and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding) on the Loans made to the Borrower or the Euro Borrower, as applicable, under this Agreement, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower
under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements,
interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary
obligations of the Borrower or Euro Borrower owed under or pursuant to this Agreement and each other Loan Document, including obligations
to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of
each other Company Party under or pursuant to each of the Loan Documents.


 


“Loan Parties” shall mean the Borrower, the Subsidiary
Loan Parties and, following the Holdings Formation Date (if any) and the satisfaction of the requirements set forth in Section 5.10(h),
Holdings.


 


“Loans” shall mean the Term Loans, the Revolving
Facility Loans and the Swingline Loans.


 


“Majority Lenders” of any Facility shall mean, at
any time, Lenders under such Facility having Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding
under such Facility and unused Commitments under such Facility at such time (subject to the last paragraph of Section 9.08(b)).


 


“Margin Stock” shall have the meaning assigned to
such term in Regulation U.


 


“Market Capitalization” shall mean an amount equal
to (i) the total number of issued and outstanding shares of common (or common equivalent) Equity Interests of the IPO Entity on the date
of the declaration of the relevant Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of
the common (or common equivalent) Equity Interests for the 30 consecutive trading days immediately preceding the date of declaration of
such Restricted Payment.


 




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“Material Acquisition” means any Permitted Business
Acquisition or other similar Investment (including any Investment in a Similar Business) the aggregate consideration for which exceeds
$50,000,000.


 


“Material Adverse Effect” shall mean, (a) a material
adverse effect on the business, financial condition or results of operations of the Borrower and its Subsidiaries (taken as a whole),
or (b) a material and adverse effect on the material rights and remedies (taken as a whole) of the Administrative Agent under this Agreement
and the other Loan Documents.


 


“Material Disposition” means any Disposition permitted
hereunder the aggregate consideration for which exceeds $50,000,000.


 


“Material Indebtedness” shall mean Indebtedness
(other than Loans and Letters of Credit) of any one or more of the Borrower or any Subsidiary in an aggregate principal amount exceeding
the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period.


 


“Material Intellectual Property” shall mean any
Intellectual Property owned by the Borrower and its Subsidiaries that is material to the business of the Borrower and its Subsidiaries,
taken as a whole (whether owned as of the Closing Date or thereafter acquired).


 


“Material Subsidiary” shall mean any Subsidiary
other than an Immaterial Subsidiary.


 


“Maximum Rate” shall have the meaning assigned to
such term in Section 9.09.


 


“Minimum L/C Collateral Amount” shall mean, at any
time, in connection with any Letter of Credit, an amount equal to 102% of the Revolving L/C Exposure with respect to such Letter of Credit
at such time.


 


“Moody’s” shall mean Moody’s Investors
Service, Inc. and its successors and assigns.


 


“Multiemployer Plan” shall mean a multiemployer
plan as defined in Section 4001(a)(3) of ERISA to which Holdings, the Borrower or any Subsidiary or any ERISA Affiliate (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make
contributions, has within any of the preceding six plan years made or accrued an obligation to make contributions, or has any liability
(contingent or otherwise).


 


“Net First Lien Leverage Ratio” shall mean, on any
date, the ratio of (a) Consolidated Average Debt as of such date that is secured by a first priority lien on the Collateral (but
excluding, for the avoidance of doubt, any debt to the extent secured on a junior basis to the Initial Term B Facility) to (b) EBITDA
for such Test Period, all as determined on a consolidated basis in accordance with GAAP; provided that the Net First Lien Leverage
Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.


 




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


 


“Net Proceeds” shall mean:


 


(a)              
100% of the cash proceeds actually received by the Borrower or any Subsidiary (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty
insurance settlements and condemnation awards, but only as and when received and excluding, for the avoidance of doubt, any other consideration
received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that
are the subject of such Disposition or recovery event or received in any other non-cash form) from any (x) casualty or condemnation event
or (y) any Asset Sale or other Dispositions of Collateral under Section 6.05(g) net of (i)(i) attorneys’ fees, accountants’
fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed
or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the
extent such debt or obligations are secured by a Lien permitted hereunder (other than (x) pursuant to the Loan Documents or (y) if such
debt or obligations are secured by a Lien on the Collateral that ranks on an equal priority or junior basis to the Liens on the Collateral
securing the obligations under the Loan Documents) on such asset, other customary expenses and brokerage, consultant and other customary
fees actually incurred in connection therewith, (ii)(ii) Taxes paid or payable (in the good faith determination of the Borrower)
as a result thereof (including the amount of any distributions in respect thereof pursuant to Section 6.06(b)(iii) or Section
6.06(b)(v) and including any repatriation costs associated with repatriation of such proceeds from the applicable recipient to the
Borrower), (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or
any liabilities (other than any Taxes deducted pursuant to clause (i) or (ii) above) (x)(x) related to any of the applicable assets
and (y) retained by the Borrower or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities
and liabilities related to environmental matters or against any indemnification obligations associated with such transaction (however,
the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall
be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction) and (iv) payments made on a ratable basis (or
less than ratable basis) to holders of non-controlling interests in non-Wholly Owned Subsidiaries as a result of such Asset Sale; provided
that the Borrower may elect to use any portion of such proceeds, within 18 months of such receipt, to acquire, maintain, develop, construct,
improve, upgrade or repair assets or other property useful in the business of the Borrower and the Subsidiaries or to make Capital Expenditures,
Permitted Business Acquisitions and other Investments permitted hereunder (excluding Permitted Investments or intercompany Investments
in Subsidiaries) or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to
such proceeds was contractually committed, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within
18 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds
are not so used within such 18-month period but within such 18-month period are contractually committed to be used, then such remaining
portion if not so used within six months following the end of such 18 month period shall constitute Net


 




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Proceeds as of such date without
giving effect to this proviso); provided, further, that (x) no net cash proceeds calculated in accordance with the foregoing
realized in (1) a single transaction or series of related transactions shall constitute Net Proceeds unless such net cash proceeds shall
exceed the greater of (x) $5,000,000 and (y) 0.02 times EBITDA calculated on a Pro Forma basis for the most recently ended Test Period
(and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds) and (2) any Fiscal Year shall constitute
Net Proceeds unless such net cash proceeds shall exceed the greater of (x) $10,000,000 and (y) 0.04 times EBITDA calculated on a Pro Forma
basis for the most recently ended Test Period (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds)
(any amounts not constituting Net Proceeds as a result of this clause (x), “Excluded Proceeds”), and (y) the Borrower
may elect to “reinvest” Net Proceeds attributable to any Asset Sale prior to actual receipt of such Net Proceeds (provided
that such reinvestment shall be no earlier that the earliest of notice to the Administrative Agent of such asset sale, execution of a
definitive agreement for such asset sale and consummation of such assets sale) and upon such receipt of such Net Proceeds shall be deemed
reinvested so long as such reinvestment has been consummated; and


 


(b)              
100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any Subsidiary of any Indebtedness (other than
Excluded Indebtedness), net of all Taxes and fees (including investment banking fees), commissions, costs and other expenses, in each
case incurred in connection with such incurrence, issuance or sale.


 


“Net Secured Leverage Ratio” shall mean, on any
date, the ratio of (A) Consolidated Average Debt as of such date that is secured by Liens on the Collateral, to (B) EBITDA for
such Test Period, all as determined on a consolidated basis in accordance with GAAP; provided that the Net Secured Leverage Ratio
shall be determined for the relevant Test Period on a Pro Forma Basis.


 


“Net Total Leverage Ratio” shall mean, on any date,
the ratio of (A) Consolidated Average Debt as of such date to (B) EBITDA for such Test Period all as determined on a consolidated basis
in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro
Forma Basis.


 


“New Class Loans” shall have the meaning assigned
to such term in Section 9.08(f).


 


“New Project” shall mean (x) each retail location,
plant, facility, branch, office or business unit which is either a new retail location, plant, facility, branch, office or business unit
or an expansion, relocation, remodeling, refurbishment or substantial modernization of an existing retail location, plant, facility, branch,
office or business unit owned by the Borrower or the Subsidiaries which in fact commences operations and (y) each creation (in one or
a series of related transactions) of a business unit, product line or information technology offering to the extent such business unit
commences operations or such product line or information technology is offered or each expansion (in one or a series of related transactions)
of business into a new market or through a new distribution method or channel.


 


“Non-Bank Tax Certificate” shall have the meaning
assigned to such term in Section 2.17(f)(i).


 




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“Non-Consenting Lender” shall have the meaning assigned
to such term in Section 2.19(c).


 


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


 


“Note” shall have the meaning assigned to such term
in Section 2.09(e).


 


“OFAC” shall have the meaning provided in Section
3.21(b).


 


“Other First Lien Debt” shall mean Indebtedness
secured by Other First Liens.


 


“Other First Liens” shall mean Liens on the Collateral
that are pari passu with the Liens thereon securing the Term Loans (and other Loan Obligations that are pari passu with the Term Loans)
pursuant to a Permitted Pari Passu Intercreditor Agreement.


 


“Other Connection Taxes” shall mean, with respect
to any Recipient, Taxes imposed as a result of any other present or former connection between such Recipient and the jurisdiction imposing
such Taxes (other than any such connection 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” shall mean any and all present or
future stamp or documentary Taxes or any other excise, transfer, sales, property, intangible, mortgage recording or similar Taxes arising
from any payment made hereunder or under any other Loan Document or from the execution, registration, delivery or enforcement of, consummation
or administration of, from the receipt or perfection of security interest under, or otherwise with respect to, the Loan Documents, except
any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Other Term Loans” shall mean, collectively, any
Extended Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable.


 


“Palatine Real Estate Transactions” shall mean (x)
a sale and/or Sale and Lease-Back Transaction in respect of the Borrower’s manufacturing facility located in Palatine, Illinois
and (y) a sale and/or Sale and Lease-Back Transaction in respect of the Borrower’s corporate headquarters facility located in Palatine,
Illinois.


 


“Parent Entity” shall mean any direct or indirect
parent of the Borrower (including any entity with whom the Borrower is consolidated following a Qualified IPO). Holdings shall be deemed
to be a “Parent Entity” following the Holdings Formation Date (if any).


 


“Participant” shall have the meaning assigned to
such term in Section 9.04(c)(i).


 


“Participant Register” shall have the meaning assigned
to such term in Section 9.04(c)(ii).


 




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


 


“PBGC” shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA.


 


“Perfection Certificate” shall mean the Perfection
Certificate with respect to the Loan Parties in a form reasonably satisfactory to the Administrative Agent.


 


“Permitted Business Acquisition” shall mean any
acquisition of all or substantially all the assets of, or the acquisition of the Equity Interests (other than directors’ qualifying
shares) not previously held by the Borrower and its Subsidiaries in (such that, in the case of the acquisition of Equity Interests, immediately
after such acquisition, the Borrower and its Subsidiaries shall own a majority of the Equity Interests in), or merger, consolidation or
amalgamation with, a person or business unit, division or line of business of a person (or any subsequent investment made in a person
or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto:
(i)(i) no Specified Event of Default (with respect to the Borrower or the Euro Borrower) shall have occurred and be continuing or
would result therefrom; (ii)(ii) any person acquired in such acquisition shall be engaged in a line of business that is permitted
by Section 5.14; and (iii)(iii) to the extent required by Section 5.10, any person acquired in such acquisition, if
acquired by the Borrower or a Subsidiary Loan Party, shall be merged into the Borrower or a Subsidiary Loan Party or shall become a Subsidiary
Loan Party within the period required by Section 5.10.


 


“Permitted Cure Securities” shall mean any Equity
Interests of Holdings, any other Parent Entity or the Borrower issued pursuant to the Cure Right, other than Disqualified Stock.


 


“Permitted Equity” shall mean (i) common equity,
(ii) Qualified Equity Interests or (iii) other preferred equity or other instruments having terms reasonably acceptable to the Arrangers,
in each case, other than Permitted Cure Securities and Disqualified Stock.


 


“Permitted Holder” shall mean any of (a) the BDT
Investor, (b) the Stephen Family and (c) any member of a “group” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934) that is Controlled by BDT.


 


“Permitted Investments” shall mean:


 


(a)              
direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed
by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding
two years from the date of acquisition thereof;


 


(b)              
time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits maturing
within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States
of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided
profits in excess of $250,000,000 and whose long-term debt,


 




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or whose parent holding company’s
long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act));


 


(c)              
repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above
entered into with a bank meeting the qualifications described in clause (b) above;


 


(d)              
commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate
of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United
States of America with a rating at the time as of which any investment therein is made of P 1 (or higher) according to Moody’s,
F 1 (or higher) according to Fitch, or A 1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));


 


(e)              
securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth
or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P,
A by Moody’s or A by Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act));


 


(f)               
shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions
of clauses (a) through (e) above;


 


(g)              
money market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940, (ii) are
rated by any two of (1) AAA by S&P, (2) Aaa by Moody’s or (3) AAA by Fitch and (iii) have portfolio assets of at least $5,000,000,000;


 


(h)              
time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits in an
aggregate face amount not in excess of 0.5% of the total assets of the Borrower and its Subsidiaries, on a consolidated basis, as of the
end of the Borrower’s most recently completed Fiscal Year; and


 


(i)                
instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in
credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction
outside the United States of America.


 


“Permitted Junior Intercreditor Agreement” shall
mean, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term Loans (and other Secured Obligations
that are pari passu with the Facilities) (a) an intercreditor agreement the terms of which are generally consistent with leveraged loan
market terms governing arrangements for the sharing of liens on a junior basis and the regulation of such Indebtedness at the time such
intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens or (b) in the event
a “Permitted Junior Intercreditor Agreement” has been entered into after the Closing Date meeting the requirement of preceding
clause (a), an intercreditor agreement the terms of which are, taken as a whole, not materially less favorable to the Lenders


 




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than the terms of such previously-executed Permitted Junior Intercreditor
Agreement to the extent such agreement governs similar priorities, in each case of (a) and (b), as determined by the Administrative Agent
and the Borrower in the exercise of reasonable judgment. Any agreement substantially in the form of the junior intercreditor agreement
attached hereto as Exhibit K-1 shall constitute a Permitted Junior Intercreditor Agreement.


 


“Permitted Liens” shall have the meaning assigned
to such term in Section 6.02.


 


“Permitted Loan Purchase” shall have the meaning
assigned to such term in Section 9.04(g).


 


“Permitted Loan Purchase Assignment and Acceptance”
shall mean an assignment and acceptance entered into by a Lender as an Assignor and the Borrower or any of its Subsidiaries as an Assignee,
as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit E or such other form as shall
be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld, conditioned or delayed).


 


“Permitted Pari Passu Intercreditor Agreement” shall
mean, with respect to any Liens on Collateral that are intended to be pari passu with the Liens securing the Term Loans (and other Secured
Obligations that are pari passu with the Facilities), (a) an intercreditor agreement the terms of which are generally consistent with
leveraged loan market terms governing arrangements for the sharing of liens on a pari passu basis and the regulation of such Indebtedness
at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens
or (b) in the event a “Permitted Pari Passu Intercreditor Agreement” has been entered into after the Closing Date meeting
the requirement of preceding clause (a), an intercreditor agreement the terms of which are, taken as a whole, not materially less favorable
to the Lenders than the terms of such previously-executed Permitted Pari Passu Intercreditor Agreement to the extent such agreement governs
similar priorities, in each case of (a) and (b), as determined by the Administrative Agent and the Borrower in the exercise of reasonable
judgment. Any agreement substantially in the form of the pari passu intercreditor agreement attached hereto as Exhibit K-2 shall constitute
a Permitted Paris Passu Intercreditor Agreement.


 


“Permitted Refinancing Indebtedness” shall mean
any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund
(collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted
Refinancing Indebtedness); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced, except by (i)
an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting discounts and
other customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in
connection therewith, (ii) an amount equal to any existing commitments unutilized thereunder and (iii) additional amounts permitted to
be incurred pursuant to Section 6.01 (provided that (1) any additional Indebtedness referred to in this clause (iii) satisfies
the other applicable requirements of this ‎definition (with
additional amounts incurred in reliance on this clause (iii) constituting a utilization of the relevant basket or exception pursuant
to which such additional amount is permitted) and (2) if such additional Indebtedness is secured, the Lien


 




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securing such Indebtedness is permitted under Section 6.02),
(b) other than (x) customary bridge loans with a maturity date of not longer than one year; provided that any loans, notes, securities
or other Indebtedness which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause
(b), (y) customary term “A” Loans (the final maturity of which shall be no earlier than the Revolving Facility Maturity
Date and the Weighted Average Life to Maturity of which shall be no less than the remaining Weighted Average Life to Maturity of the Revolving
Facility) and (z) Permitted Refinancing Indebtedness having an aggregate principal amount outstanding not exceeding the Inside Maturity
Basket, (i) the final maturity date of such Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date
of the Indebtedness being Refinanced and (y) the Latest Maturity Date in effect at the time of incurrence thereof and (ii) the Weighted
Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the lesser of (i) the Weighted Average
Life to Maturity of the Indebtedness being Refinanced and (ii) the Weighted Average Life to Maturity of the Class of Term Loans then outstanding
with the greatest remaining Weighted Average Life to Maturity, (c) if the Indebtedness being Refinanced is subordinated in right of payment
to the Loan Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such
Loan Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing
the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been)
obligated with respect to the Indebtedness being so Refinanced (except that a Subsidiary Loan Party may be added as an additional obligor),
(e) if the Indebtedness being Refinanced is secured by Liens on any Collateral (whether senior to, equally and ratably with, or junior
to the Liens on such Collateral securing the Loan Obligations or otherwise), such Permitted Refinancing Indebtedness may be secured by
such Collateral (including any Collateral pursuant to after-acquired property clauses to the extent any such Collateral secured (or would
have secured) the Indebtedness being Refinanced) on terms in the aggregate that are substantially similar to, or not materially less favorable
(as determined by the Borrower in good faith) to the Secured Parties than, the Indebtedness being refinanced or on terms otherwise permitted
by Section 6.02 and (f) if the Indebtedness being refinanced is not secured by Liens on any Collateral, such Permitted Refinancing
Indebtedness shall not be secured by Liens on any Collateral unless otherwise permitted by Section 6.02.


 


“Permitted Reorganization” shall mean an internal
re-organization or restructuring (including in connection with tax planning and corporate re-organizations) that does not result in the
material impairment of the guarantees under the Loan Documents and the security interest of the Collateral Agent for the benefit of the
Lenders in the Collateral or the Guarantees in favor of the Lenders, in each case, taken as a whole.


 


“Permitted Supply Chain Obligations” shall mean
the payment obligations of the Borrower under the PrimeRevenue A/P Facility or any other customary supply chain financing arrangement
in an aggregate amount not to exceed the sum of (x) $62,500,000 plus (y) any such obligations incurred in reliance on Sections 6.01(k)
and 6.02(ii) (this clause (y), the “Additional Supply Chain Financing Arrangements”).


 


“Person” shall mean any natural person, corporation,
business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts,
or any agency or political subdivision thereof.


 




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“Plan” shall mean any employee pension benefit plan
(other than a Multiemployer Plan) that is (i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302
of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings,
the Borrower, any of its Subsidiaries or any ERISA Affiliate, and (iii) in respect of which Holdings, the Borrower, any of its Subsidiaries
or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA, or has any liability (contingent or otherwise).


 


“Platform” shall have the meaning assigned to such
term in Section 9.17(a).


 


“Pledged Collateral” shall mean “Pledged Collateral”
as defined in the Security Agreement.


 


“Poland Real Estate Transaction” shall mean a sale
and/or Sale and Lease-back Transaction with respect to the Borrower’s manufacturing facility in Zabrze, Poland.


 


“Pre-Adjustment Successor Rate” has the meaning
specified in Section 2.14(a).


 


“Prepayment Notice” shall mean a notice by the Borrower
in accordance with the terms of Section 2.08(c) and Section 2.10(d) and substantially in the form of Exhibit H or
another form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall
be approved by the Administrative Agent).


 


“Pricing Grid” shall mean, with respect to the Initial
Revolving Facility Loans and Initial Revolving Facility Commitments, the table set forth below:


 


	Pricing Grid for Initial Revolving Facility Loans
	Net First Lien Leverage Ratio	Applicable Margin for

ABR Loans	Applicable Margin for

Eurocurrency Loans 
	> 4.25:1.00	2.00%	3.00%
	≤ 4.25:1.00 but > 4.00:1.00	1.75%	2.75%
	≤ 4.00:1.00 	1.00%	2.50%


	Pricing Grid for Initial Revolving Facility Commitments
	Net First Lien Leverage Ratio	Applicable Commitment Fee
	> 4.00:1.00	0.400%
	≤ 4.00 to 1.00	0.300%


For the purposes of the Pricing Grid, changes in the Applicable Margin
and Applicable Commitment Fee resulting from changes in the Net First Lien Leverage Ratio shall become effective on the date (the “Adjustment
Date”) that is three Business Days after the date on


 




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which the relevant financial statements are delivered to the Administrative
Agent pursuant to Section 5.04 for each fiscal quarter beginning with the first full fiscal quarter of the Borrower ended after
the Closing Date and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements
referred to in the preceding sentence are not delivered within the time periods specified in Section 5.04, then, at the option
of the Administrative Agent, or the Required Revolving Facility Lenders (as applicable), until the date that is three Business Days after
the date on which such financial statements are delivered, the highest pricing level shall apply as of the first Business Day after the
date on which such financial statements were to have been delivered but were not delivered. Each determination of the Net First Lien Leverage
Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.11.


 


If, as a result of any restatement of or other adjustment to the financial
statements of the Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders determine that (i) the Net
First Lien Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of
the Net First Lien Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall be obligated to pay to the
Administrative Agent for the account of the applicable Lenders or the Issuing Bank, as the case may be, within three (3) Business Days
following demand by the Administrative Agent, an amount equal to the excess of the amount of interest and fees that should have been paid
for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative
Agent, any Lender or the Issuing Bank as the case may be, under any provision of this Agreement to payment of any Loan Obligations hereunder
at the default rate of interest under Section 2.13(c) or under Article VII; provided, however, that notwithstanding anything
in this paragraph to the contrary, no Event of Default shall be deemed to arise from the miscalculation of the pricing so long as the
Borrower pays the amounts due under subparagraph (ii) above within three (3) Business Days of the Administrative Agent’s demand
therefor. The Borrower’s obligations under this paragraph shall survive the partial termination of the Commitments and the partial
repayment of other Loan Obligations hereunder; provided, for the avoidance of doubt, the Borrower’s obligations under this paragraph
shall not survive the complete termination of all Commitments and the repayment of all other Loan Obligations hereunder.


 


“primary obligor” shall have the meaning assigned
to such term in the definition of the term “Guarantee.”


 


“PrimeRevenue A/P Facility” shall mean that certain
Master Services Agreement dated as of November 8, 2016 by and among the Borrower and PrimeRevenue, Inc. (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time).


 


“Prime Rate” shall mean the rate of interest in
effect for the applicable day as publicly announced from time to time by the Administrative Agent as its “prime rate”. The
“prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s
costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate. Any change in such Prime Rate announced by the Administrative Agent shall take
effect at the opening of business on the day specified in the public announcement of such change.


 




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“Pro Forma Basis” shall mean, as to any person,
for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events
is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma
effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the
occurrence of such event (the “Reference Period”): (i)(i) pro forma effect shall be given to any Disposition, any acquisition,
Investment, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation
(or any similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or
consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any
designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation, New Project, and any restructurings of the
business of the Borrower or any of the Subsidiaries that Borrower or any of the Subsidiaries has determined to make and/or made and in
the good faith determination of a Responsible Officer of the Borrower are expected to have a continuing impact and are factually supportable,
which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings,
which adjustments the Borrower determines are reasonable (the foregoing, together with any transactions related thereto or in connection
therewith, the “relevant transactions”), in each case that occurred during the Reference Period (or, in the case of
determinations made pursuant to Section 2.21 or Article VI (other than Section 6.11), occurring during the Reference
Period or thereafter and through and including the date upon which the relevant transaction is consummated), (ii) in making any determination
on a Pro Forma Basis, (x)(x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance,
any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise,
but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance any acquisition)
issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to Section
2.21 or Article VI (other than Section 6.11), occurring during the Reference Period or thereafter and through and including
the date upon which the relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid
at the beginning of such period, (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma
effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis
as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect
during such periods, and (z) in giving effect to clause (i) above with respect to each New Project which commences operations and
records not less than one full fiscal quarter’s operations during the Reference Period, the operating results of such New Project
shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Borrower
in good faith, and (iii) (A) for any Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation
and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective
Subsidiary Redesignation then being designated, collectively, and (B) for any designation of a Subsidiary as an Unrestricted Subsidiary,
effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day
of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary,
collectively.


 




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In the event that EBITDA or any financial ratio is being calculated
for purposes of determining whether Indebtedness or any Lien relating thereto may be incurred or whether any Investment, Restricted Payment
or Restricted Debt Payment may be made, the Borrower may elect to treat all or any portion of the commitment relating thereto as being
incurred at the time of such commitment, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed,
for purposes of this calculation, to be an incurrence at such subsequent time.


 


Pro forma calculations made pursuant to the definition of the term
“Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Borrower and may include adjustments to
reflect “run-rate” cost savings, operating expense reductions, and other operating improvements, synergies or cost savings
projected by the Borrower in good faith to result from any relevant pro forma event (including, to the extent applicable, an acquisition
or other Permitted Investment).


 


For purposes of this definition, except as otherwise provided in this
Agreement, any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency
for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating
EBITDA for the applicable period.


 


“Pro Forma Compliance” shall mean, at any date of
determination, that the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect on a Pro Forma
Basis to the relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), with
the Financial Covenant recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries for
which the financial statements and any Compliance Certificate required pursuant to Section 5.04 have been delivered. For the avoidance
of doubt, Pro Forma Compliance shall be tested without regard to whether or not the Financial Covenant was or was required to be tested
on the applicable quarter end date.


 


“Pro Rata Extension Offers” shall have the meaning
assigned to such term in Section 2.21(e).


 


“Pro Rata Share” shall have the meaning assigned
to such term in Section 9.08(f).


 


“Projections” shall mean the projections delivered
to the Arrangers on August 24, 2020.


 


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


 


“Public Company Compliance” shall mean compliance
with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions
of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable
to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal
and other professional fees, and listing fees.


 




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“Public Lender” shall have the meaning assigned
to such term in Section 9.17(b).


 


“QFC” has the meaning specified in Section 9.26.


 


“Qualified Equity Interests” shall mean any Equity
Interest other than Disqualified Stock.


 


“Qualified IPO” shall mean (i) an underwritten public
offering of the Equity Interests (the “IPO Equity”) of the Borrower, Holdings or any other Parent Entity (the “IPO
Entity”) which generates (individually or in the aggregate together with any prior underwritten public offering) gross cash
proceeds of at least $50,000,000 (as determined by the Borrower in good faith) or (ii) a public listing of IPO Equity of the IPO Entity
on any securities exchange or market.


 


“Qualified Member Loan” shall mean any unsecured
Indebtedness for borrowed money incurred by the Borrower or any Subsidiary which (i) is expressly made subordinate to the prior payment
in full of the Obligations, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued,
created or remains outstanding, with respect to the payment of principal and any other payment obligations in respect of such Indebtedness,
(ii) by its terms (and by the terms of any security into which it is convertible or for which it is exchangeable) does not mature and
is not required to be repaid, redeemed, repurchased or otherwise retired, pursuant to a sinking fund obligation, event of default or otherwise,
in whole or in part, on or prior to the date that is one year after the Latest Maturity Date and (iii) by its terms, does not provide
for any cash payment of interest (or premium, if any).


 


“Qualified Receivables Financing” shall mean any
Receivables Financing of a Receivables Subsidiary that meets the following conditions: (1) the Borrower shall have determined in
good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is
in the aggregate economically fair and reasonable to the Borrower and the Receivables Subsidiary, (2) all sales of accounts receivable
and related assets to the Receivables Subsidiary are made at fair market value (as determined in good faith by the Borrower), and (3) the
financing terms, covenants, termination events and other provisions thereof shall be market terms at the time the Receivables Financing
is first introduced (as determined in good faith by the Borrower and it being understood that such terms, covenants, termination events
and other provisions may subsequently be modified so long as such modifications are on market terms at the time of any such modification)
and may include Standard Securitization Undertakings. The grant of a security interest in any accounts receivable of the Borrower or any
Subsidiary (other than a Receivables Subsidiary) to secure any Indebtedness shall not be deemed a Qualified Receivables Financing.


 


“Rate” shall have the meaning assigned to such term
in the definition of the term “Type.”


 


“Rate Determination Date” means (i) in respect of
a Eurocurrency Borrowing denominated in Euros or Australian Dollars, two (2) Business Days prior to the commencement of such Interest
Period, or (ii) in respect of a Eurocurrency Borrowing denominated in Canadian Dollars, the first day of the applicable Interest Period
(or, in each case, such other day as is


 




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generally treated as the rate fixing day by market practice in such
interbank market, as determined by the Administrative Agent; provided that, to the extent such market practice is not administratively
feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined
by the Administrative Agent).


 


“Real Property” shall mean, collectively, all right,
title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased
by any Loan Party, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances
relating thereto, and all improvements and appurtenant fixtures and equipment located thereon and incidental to the ownership, lease or
operation thereof.


 


“Receivables Assets” shall mean, as to the Borrower
or any of its Subsidiaries, or Receivables Subsidiaries, collectively, accounts receivable (including any bills of exchange), and other
receivables and, in each case, related assets and property from time to time originated, acquired or otherwise owned by the Borrower or
such Subsidiary or Receivables Subsidiary (including, without limitation, interest payments).


 


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


 


“Receivables Financing” shall mean any transaction
or series of transactions that may be entered into by the Borrower or any Subsidiary of the Borrower pursuant to which the Borrower or
any of its Subsidiaries sells, conveys or otherwise transfers to (a) a Receivables Subsidiary (in the case of a transfer by the Borrower
or any of its Subsidiaries), and (b) any other Person, or may grant a security interest in, any accounts receivable (whether now existing
or arising in the future) of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing
such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted
in connection with asset securitization or factoring transactions involving accounts receivable and any obligations under a Hedging Agreement
entered into by the Borrower or any such Subsidiary in connection with such accounts receivable.


 


“Receivables Repurchase Obligation” shall mean any
obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of
a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any
asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any
other event relating to the seller.


 


“Receivables Subsidiary” shall mean a Subsidiary
of the Borrower (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Borrower or its Subsidiaries
in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower
transfers accounts receivable and related assets) which engages in no material activities other than in connection with


 




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the financing of accounts receivable of the Borrower and its Subsidiaries,
all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities
incidental or related to such business, and which is designated by the Board of Directors of the Borrower as a Receivables Subsidiary
and:


 


(a)       no portion of the Indebtedness
or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any other Subsidiary of the Borrower
(excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (ii) is recourse to or obligates the Borrower or any other Subsidiary of the Borrower in any way other than pursuant to
Standard Securitization Undertakings, or (iii) subjects any property or asset of the Borrower or any other Subsidiary of the Borrower,
directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,
and


 


(b)       to which neither the Borrower
nor any other Subsidiary of the Borrower has any obligation to maintain or preserve such entity’s financial condition or cause such
entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings).


 


Any such designation by the Board of Directors of the Borrower shall
be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of the resolutions of the Board of
Directors of the Borrower giving effect to such designation and an officer’s certificate signed on behalf of the Borrower certifying
that such designation complied with the foregoing conditions.


 


“Recipient” shall mean (i) the Administrative Agent,
(ii) any Lender or (iii) any Issuing Bank, as applicable.


 


“Reclassifiable Item” shall have the meaning assigned
to such term in Section 1.02(b).


 


“Reference Period” shall have the meaning assigned
to such term in the definition of the term “Pro Forma Basis.”


 


“Refinance” shall have the meaning assigned to such
term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” and “Refinancings”
shall have a meaning correlative thereto.


 


“Refinancing” shall mean (a) the repayment in full
of all principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than (x) obligations not then due and payable
or that by their terms survive the termination thereof and (y) certain existing letters of credit, bank guarantees, bankers’ acceptances
and similar documents and instruments that on the Closing Date will be grandfathered into, or backstopped by, the Initial Revolving Facility
or cash collateralized in a manner satisfactory to the issuing banks thereof) under the Existing Credit Agreement, (ii) the termination
of all commitments to extend credit under the Existing Credit Agreement and (iii) the termination and release of any security interests
and guarantees provided in connection with the Existing Credit Agreement.


 




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“Refinancing Amendment” means an amendment to this
Agreement that is reasonably satisfactory to the Administrative Agent (to the extent required by ‎Section
2.21(j)) and the Borrower executed by (a) the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all
or any portion of the Refinancing Term Loans or the Replacement Revolving Facility Commitments, as applicable, being incurred pursuant
thereto and in accordance with ‎Section 2.21(j).


 


“Refinancing Effective Date” shall have the meaning
assigned to such term in Section 2.21(j).


 


“Refinancing Notes” shall mean any secured or unsecured
notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the
Indebtedness represented thereby; provided that (a) 100% of the Net Proceeds of such Refinancing Notes are used to permanently
reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted
value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate
portion of the Loans so reduced and/or Commitments so replaced, except by (i) an amount equal to unpaid accrued interest, penalties and
premiums (including tender premiums) thereon plus underwriting discounts and other customary fees, commissions and expenses (including
upfront fees, original issue discount or initial yield payments) incurred in connection therewith, (ii) an amount equal to any existing
commitments unutilized thereunder and (iii) additional amounts permitted to be incurred pursuant to Section 6.01 (provided
that (1) any additional Indebtedness referred to in this clause (iii) satisfies the other applicable requirements of this ‎definition
(with additional amounts incurred in reliance on this clause (iii) constituting a utilization of the relevant basket or exception
pursuant to which such additional amount is permitted and provided, further, that for the avoidance of doubt, any such additional
amounts that are secured are permitted to be so secured under one or more exceptions to the covenant found at Section 6.02 (other
than Section 6.02(b))) and (2) if such additional Indebtedness is secured, the Lien securing such Indebtedness is permitted under
Section 6.02); (c) other than Refinancing Notes having an aggregate principal amount outstanding not exceeding the Inside Maturity
Basket, the final maturity date of such Refinancing Notes is on or after (or if such Indebtedness is unsecured or secured by Junior Liens,
on or after the date that is 91 days after) the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of
the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) other than Refinancing Notes having an aggregate principal
amount outstanding not exceeding the Inside Maturity Basket, the Weighted Average Life to Maturity of such Refinancing Notes is greater
than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced,
as applicable; (e) the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior
to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments
so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset
sale or event of loss and customary acceleration rights after an event of default); (f) the mandatory redemption terms applicable to such
Refinancing Notes shall not be materially less favorable (as determined by the Borrower in good faith) to the Borrower than those applicable
to the Term Loans so reduced; (g) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts
and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to,


 




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or not materially less favorable (as determined by the Borrower in
good faith) to the Borrower and the Subsidiaries than the terms, taken as a whole, applicable to the Term Loans so reduced or Commitments
so replaced (in each case, except for covenants or other provisions (I) applicable only to periods after the Latest Maturity Date in effect
at the time such Refinancing Notes are issued or (II) that reflect market terms and conditions (as determined by the Borrower in good
faith) at the time such Refinancing Notes are issued, as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents
are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (h) (A) there shall be no
obligor in respect of such Refinancing Notes that is not a Loan Party or the Euro Borrower and (B) there shall be no borrowers or issuers
in respect of such Refinancing Notes that are not the Borrower or the Euro Borrower; (i) to the extent any Refinancing Notes are secured,
such Refinancing Notes shall only be secured by Collateral; and (j) Refinancing Notes that are secured by Collateral shall be subject
to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.


 


“Refinancing Term Loans” shall have the meaning
assigned to such term in Section 2.21(j).


 


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


 


“Replacement Date” has the meaning specified in
Section 2.14(a).


 


“Regulation T” shall mean Regulation T of the Board
as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation U” shall mean Regulation U of the Board
as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation X” shall mean Regulation X of the Board
as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Related Adjustment” shall mean, in determining
any LIBOR Successor Rate or Term SOFR Successor Rate, the first relevant available alternative set forth in the order below that can be
determined by the Administrative Agent applicable to such LIBOR Successor Rate or Term SOFR Successor Rate:


 


(A)                                    
the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by
the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment
date or payment period for interest calculated and/or tenor thereto) and which adjustment or method (x) is published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion or (y) solely with respect to Term SOFR,
if not currently published, which was previously so recommended for Term SOFR and published on an information service acceptable to the
Administrative Agent; or


 


(B)                                     
the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivative transaction referencing
the ISDA Definitions


 




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(taking into account
the interest period, interest payment date or payment period for interest calculated and/or tenor thereto).


 


“Related Fund” shall mean, with respect to any Lender
that is a fund that invests in bank or commercial loans and similar extensions of credit, any other fund that invests in bank or commercial
loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity
(or an Affiliate of such entity) that administers, advises or manages such Lender.


 


“Related Parties” shall mean, with respect to any
specified person, such person’s Controlled or Controlling Affiliates and the respective directors, trustees, officers, employees,
agents and advisors of such person and such person’s Controlled or Controlling Affiliates.


 


“Release” shall mean any spilling, leaking, seepage,
pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating
in, into, onto or through the Environment.


 


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


 


“Replacement Revolving Facilities” shall have the
meaning assigned to such term in Section 2.20(l).


 


“Replacement Revolving Facility Commitments” shall
have the meaning assigned to such term in Section 2.21(l).


 


“Replacement Revolving Facility Effective Date”
shall have the meaning assigned to such term in Section 2.21(l).


 


“Replacement Revolving Loans” shall have the meaning
assigned to such term in Section 2.21(l).


 


“Reportable Event” shall mean any reportable event
as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan, other than events for which the 30-day
notice period has been waived.


 


“Required Amount of Loans” shall have the meaning
assigned to such term in the definition of the term “Required Lenders.”


 


“Required Lenders” shall mean, at any time, Lenders
having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused
Commitments that, taken together, represent more than 50% of the sum of (v) all Loans (other than Swingline Loans) outstanding, (x) all
Revolving L/C Exposures, (y) all Swingline Exposure and (z) the total Available Unused Commitments at such time; provided that
the Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded
in determining Required Lenders at any time; provided, further, that, with respect to any determination of Required Lenders,
Debt Fund


 




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Affiliates cannot, in the aggregate, account for more than 49.9% of
the amounts included in such determination. For purposes of the foregoing, “Required Amount of Loans” shall mean, at
any time, the amount of Loans required to be held by Lenders in order for such Lenders to constitute “Required Lenders.”


 


“Required Percentage” shall mean, with respect to
an Excess Cash Flow Period, 50%; provided that (a) if the Net First Lien Leverage Ratio as at the end of the Excess Cash Flow Period
is less than or equal to 4.25 to 1.00 but greater than 4.00 to 1.00, such percentage shall be 25% and (b) if the Net First Lien Leverage
Ratio as at the end of the Excess Cash Flow Period is less than or equal to 4.00 to 1.00, such percentage shall be 0%.


 


“Required Prepayment Lenders” shall mean, at any
time, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans at such time (subject to the last paragraph
of Section 9.08(b)).


 


“Required Revolving Facility Lenders” shall mean,
at any time, Revolving Facility Lenders having (a) Revolving Facility Loans outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures
and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Revolving Facility Loans outstanding,
(x) all Revolving L/C Exposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided
that the Revolving Facility Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender
shall be disregarded in determining Required Revolving Facility Lenders at any time.


 


“Requirement of Law” shall mean, as to any person,
any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement
or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable
to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.


 


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


 


“Responsible Officer” of any person shall mean the
chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Company Party, solely for
purposes of the delivery of incumbency certificates pursuant to Section 4.02, the secretary or any assistant secretary of a Company
Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Company
Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable
Company Party designated in or pursuant to an agreement between the applicable Company Party and the Administrative Agent. Any document
delivered hereunder that is signed by a Responsible Officer of a Company Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such Company Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Company Party.


 




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“Restricted Debt Payment” shall have the meaning
assigned to such term in Section 6.09(b).


 


“Restricted Payments” shall have the meaning assigned
to such term in Section 6.06. The amount of any Restricted Payment made other than in the form of cash or cash equivalents
shall be the fair market value thereof (as determined by the Borrower in good faith).


 


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


 


“Retained Declined Proceeds” shall have the meaning
assigned to such term in Section 2.10(c)(i).


 


“Revaluation Date” shall mean (a) with respect to
any Loan, each of the following: (i) each date of an extension of a Eurocurrency Loan denominated in Euros or another Alternative Currency,
(ii) each date of a continuation of a Eurocurrency Loan denominated in Euros or another Alternative Currency pursuant to Section 2.13,
and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect
to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in Euros or another Alternative
Currency, (ii) each date of an amendment or extension of any such Letter of Credit having the effect of increasing the amount thereof,
(iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in Euros or another Alternative Currency and
(iv) such additional dates as the Administrative Agent or the applicable Issuing Bank shall determine or the Required Lenders shall require.


 


“Revolving Credit Outstandings” shall mean, at any
time with respect to any Class of Revolving Facility Commitments, the aggregate amount of the Revolving Facility Credit Exposures with
respect to such Class of Revolving Facility Commitments at such time. The Revolving Credit Outstandings of any Revolving Facility Lender
at any time shall be the Revolving Facility Credit Exposure of such Revolving Facility Lender with respect to such Class of Revolving
Facility Commitments at such time.


 


“Revolving Facility” shall mean (i) the Initial
Revolving Facility, (ii) the Revolving Facility Commitments of any other Class and the extensions of credit made in respect thereof
by the Revolving Facility Lenders of such Class and (iii) for purposes of Section 9.08(b), all such Revolving Facility Commitments
as a single Class.


 


“Revolving Facility Borrowing” shall mean a Borrowing
comprised of Revolving Facility Loans of the same Class.


 


“Revolving Facility Commitment” shall mean, with
respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans (including
the Initial Revolving Facility Commitment) expressed as an amount representing the maximum aggregate permitted amount of such Revolving
Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant
to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04,
and (c) increased (or replaced) as provided under Section 2.21. The initial amount of each Lender’s Revolving Facility Commitment
is set forth on Schedule 2.01, or


 




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in the Assignment and Acceptance or Incremental Assumption Agreement,
Extension Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed its Revolving Facility Commitment (or Incremental
Revolving Facility Commitment), as applicable. After the Closing Date, additional Classes of Revolving Facility Commitments may be added
or created pursuant to Incremental Assumption Agreements, Extension Amendments or Refinancing Amendments.


 


“Revolving Facility Credit Exposure” shall mean,
at any time with respect to any Class of Revolving Facility Commitments, the sum of (a) the Dollar Equivalent of the aggregate principal
amount of the Revolving Facility Loans of such Class outstanding at such time, (b) the Swingline Exposure applicable to such Class at
such time and (c) the Revolving L/C Exposure applicable to such Class at such time minus, for the purpose of Sections 6.11
and 7.03, the amount of Letters of Credit that have been Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount
at such time. The Revolving Facility Credit Exposure of any Revolving Facility Lender at any time shall be the product of (x) such Revolving
Facility Lender’s Revolving Facility Percentage of the applicable Class and (y) the aggregate Revolving Facility Credit Exposure
of such Class of all Revolving Facility Lenders, collectively, at such time.


 


“Revolving Facility Lender” shall mean a Lender
(including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.


 


“Revolving Facility Loan” shall mean a Loan made
by a Revolving Facility Lender pursuant to Section 2.01(b) including, to the extent permitted by Section 2.21 and provided
for in the relevant Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment, any Incremental Revolving Loan, any
Extended Revolving Loans or any Replacement Revolving Loans, as applicable.


 


“Revolving Facility Maturity Date” shall mean, as
the context may require, (a) with respect to the Initial Revolving Facility, the Initial Revolving Facility Maturity Date and (b) with
respect to the Revolving Facility of any other Class, the maturity date specified therefor in the applicable Incremental Assumption Agreement,
Extension Amendment or Refinancing Amendment, as applicable.


 


“Revolving Facility Percentage” shall mean, with
respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented
by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated
or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such
Class most recently in effect, giving effect to any assignments pursuant to Section 9.04.


 


“Revolving Facility Termination Event” shall have
the meaning assigned to such term in Section 2.05(k).


 


“Revolving L/C Exposure” of any Class shall mean
at any time the sum of the Dollar Equivalent of (a) the aggregate undrawn amount of all Letters of Credit applicable to such Class outstanding
at such time and (b) the aggregate principal amount of all L/C Disbursements


 




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applicable to such Class that have not yet been reimbursed at such
time. The Revolving L/C Exposure of any Class of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility
Percentage of the aggregate Revolving L/C Exposure applicable to such Class at such time. 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 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce No. 590, article 29 of the Uniform
Customs and Practice for Documentary Credits, International Chamber of Commerce No. 600, or similar terms expressed in the Letter of Credit,
such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount available under such Letter of Credit
in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related
thereto, provides for one or more automatic increases in the amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is in effect
at such time.


 


“S&P” shall mean Standard & Poor’s
Ratings Group, Inc. and its successors and assigns.


 


“Sale and Lease-Back Transaction” shall have the
meaning assigned to such term in Section 6.03.


 


“Sanctioned Country” shall have the meaning assigned
to such term in Section 3.21(b).


 


“Sanctions” shall have the meaning assigned to such
term in Section 3.21(b).


 


“Sanctions Laws” shall have the meaning assigned
to such term in Section 3.21(b).


 


“Scheduled Unavailability Date” shall have the meaning
assigned to such term in Section 2.14(a)(ii).


 


“Screen Rate” shall mean the LIBO Rate quote for
an Applicable Currency on the applicable screen page the Administrative Agent designates to determine such LIBO Rate for such Applicable
Currency (or such other commercially available source providing such quotations for such Applicable Currency as may be designated by the
Administrative Agent from time to time).


 


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


 


“Secured Cash Management Agreement” shall mean any
Cash Management Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Cash Management Bank, or
any Guarantee by the Borrower or any of its Subsidiaries of any Cash Management Agreement entered into by and between any Subsidiary and
any Cash Management Bank, in each case to the extent that such Cash Management Agreement or such Guarantee, as applicable, is designated
in writing by the Borrower and such Cash Management Bank to the Administrative Agent to be included as a Secured Cash Management Agreement.


 




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“Secured Hedge Agreement” shall mean any Hedging
Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Hedge Bank, or any Guarantee by the Borrower
or any of its Subsidiaries of any Hedging Agreement entered into by and between any Subsidiary and any Hedge Bank, in each case to the
extent that such Hedging Agreement or such Guarantee, as applicable, is designated in writing by the Borrower and such Hedge Bank to the
Administrative Agent to be included as a Secured Hedge Agreement. Notwithstanding the foregoing, for all purposes of the Loan Documents,
any Guarantee of, or grant of any Lien to secure, any obligations in respect of a Secured Hedge Agreement by a Guarantor shall not include
any Excluded Swap Obligations.


 


“Secured Obligations” shall mean, collectively,
(a) the Loan Obligations, (b) obligations in respect of any Secured Cash Management Agreement, (c) obligations in respect of any
Secured Hedge Agreement and (d) the Permitted Supply Chain Obligations.


 


“Secured Parties” shall mean, collectively, the
Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank, each holder of the Permitted Supply Chain Obligations, each
Hedge Bank that is party to any Secured Hedge Agreement, each Cash Management Bank that is party to any Secured Cash Management Agreement
and each sub-agent appointed pursuant to Section 8.02 by the Administrative Agent with respect to matters relating to the Loan
Documents or by the Collateral Agent with respect to matters relating to any Security Document.


 


“Securities Act” shall mean the Securities Act of
1933, as amended.


 


“Security Agreement” shall mean the Security Agreement,
dated as of the Closing Date, among the Loan Parties and the Collateral Agent, as amended, restated, supplemented or otherwise modified
from time to time.


 


“Security Documents” shall mean the Security Agreement
and each of the Intellectual Property security agreements, pledge agreements and other instruments and documents executed and delivered
pursuant to any of the foregoing or pursuant to Section 5.10, in each case as may be amended, restated, supplemented or otherwise
modified from time to time and each other agreement or document whereby a Loan Party grants security over its assets in favor of the Collateral
Agent (for the benefit of the Secured Parties).


 


“Similar Business” shall mean any business, the
majority of whose revenues are derived from (i) business or activities conducted (or proposed to be conducted) by the Borrower and its
Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any
such business or any business similar, reasonably related, incidental, complementary, ancillary, corollary or synergistic to any of the
foregoing or (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification of
businesses conducted by the Borrower and its Subsidiaries.


 


“SOFR” with respect to any Business Day means the
secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark
(or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00
a.m. (New York City time) on the immediately


 




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succeeding Business Day and, in each case, that has been selected or
recommended by the Relevant Governmental Body.


 


“Specified Dividend” shall mean the payment by the
Borrower, on or before the date that is six months after the Closing Date, of dividends or other distributions to its shareholders in
an aggregate amount not to exceed the lesser of (x) the aggregate net cash proceeds of the Loans made to the Borrower on the Closing Date
minus any such proceeds used by the Borrower and its Subsidiaries following the Closing Date to finance Permitted Business Acquisitions
and other Investments permitted by this Agreement and (y) $405,000,000.


 


“Specified Event of Default” shall mean an Event
of Default under Section 7.01(b), 7.01(c), 7.01(h) or 7.01(i).


 


“Specified Letter of Credit Sublimit” shall mean,
with respect to each Issuing Bank, the amount set forth opposite the name of such Issuing Bank on Schedule 2.01 or in the counterpart
to this Agreement pursuant to which such Issuing Bank became an Issuing Bank hereunder, as reduced from time to time pursuant to Section
2.05(l).


 


“Specified Real Estate Transactions” shall mean,
collectively, the Huntley Real Estate Transaction, the Palatine Real Estate Transactions and the Poland Real Estate Transaction.


 


“Spot Rate” shall mean for a currency, the rate
of exchange for the purchase of dollars with such currency last provided (either by publication or otherwise provided to the Administrative
Agent or the Issuing Bank, as applicable) by the applicable Bloomberg source (or such other publicly available source for displaying exchange
rates) on date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available
or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined by the Administrative Agent or the
Issuing Bank, as applicable using any method of determination it deems appropriate in its sole discretion).


 


“Standard Securitization Undertakings” shall mean
representations, warranties, covenants, indemnities and guarantees of performance entered into by the Borrower or any Subsidiary of the
Borrower which the Borrower has determined in good faith to be customary in a Receivables Financing including those relating to the servicing
of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard
Securitization Undertaking.


 


“Standby Letters of Credit” shall have the meaning
assigned to such term in Section 2.05(a).


 


“Statutory Reserves” shall mean the aggregate of
the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established
by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch,
Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the
Board). Eurocurrency Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be
subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender


 




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under such Regulation D. Statutory Reserves shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


“Stephen Family” means members of WSP Investment
LLC as of the Closing Date, their respective spouses, lineal descendants (including through adoption), any trust for the benefit of any
one or more of the foregoing, and any corporation, partnership, limited liability company or other entity Controlled by any one or more
of the foregoing.


 


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


 


“Subagent” shall have the meaning assigned to such
term in Section 8.02.


 


“subsidiary” shall mean, with respect to any person
(herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities
or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of
the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held,
or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.


 


“Subsidiary” shall mean, unless the context otherwise
requires, a subsidiary of the Borrower. Notwithstanding the foregoing except for purposes of the definition of “Unrestricted Subsidiary”
contained herein, an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of Holdings, the Borrower or any of its Subsidiaries
for purposes of this Agreement. For the avoidance of doubt, the Euro Borrower is a Subsidiary as of the Closing Date and shall cease to
constitute a borrower hereunder on and after any date on which it ceases to be a Subsidiary.


 


“Subsidiary Loan Party” shall mean (a) each Wholly
Owned Subsidiary of the Borrower that is not an Excluded Subsidiary and (b) any other Subsidiary of the Borrower that may be designated
by the Borrower (by way of delivering to the Collateral Agent the documents required to be delivered pursuant to the Collateral and Guarantee
Requirement) in its sole discretion from time to time to be a guarantor or borrower in respect of the Loan Obligations and the obligations
in respect of the Loan Documents (a “Designated Guarantor”), whereupon such Designated Guarantor shall be obligated
to comply with the applicable requirements of Section 5.10(c) as if it were newly acquired; provided that, if such Designated
Guarantor is a Foreign Subsidiary, (i) the jurisdiction of incorporation of such Designated Guarantor shall be reasonably satisfactory
to the Administrative Agent and (ii) collateral and security provisions with respect to such Foreign Subsidiary reasonably acceptable
to the Collateral Agent shall be negotiated in good faith.


 


“Subsidiary Redesignation” shall have the meaning
provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.


 


“Successor Company” shall have the meaning assigned
to such term in Section 6.05(o).


 


“Successor Rate” shall have the meaning assigned
to such term in Section 2.14(a).


 




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


 


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


 


“Swingline Borrowing” shall mean a Borrowing comprised
of Swingline Loans.


 


“Swingline Borrowing Request” shall mean a request
by the Borrower substantially in the form of Exhibit C-2 or such other form as shall be approved by the Swingline Lender.


 


“Swingline Commitment” shall mean, with respect
to each Swingline Lender, the sum of such Swingline Lender’s Dollar Swingline Commitment and Euro Swingline Commitment. The Swingline
Commitment is part of, and not in addition to, the Revolving Facility Commitments.


 


“Swingline Exposure” shall mean at any time the
aggregate principal amount of all outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving Facility Lender
at any time shall mean its applicable Revolving Facility Percentage of the aggregate Swingline Exposure at such time.


 


“Swingline Lender” shall mean (a) with respect to
any Dollar Swingline Loans, (i) the Administrative Agent, in its capacity as a lender of Swingline Loans, and (ii) each Revolving Facility
Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(d), each in its capacity as a lender of
Swingline Loans hereunder (collectively, “Dollar Swingline Lender”) and (b) with respect to any Euro Swingline Loan,
the Administrative Agent, in its capacity as a lender of Swingline Loans (collectively, “Euro Swingline Lender”).


 


“Swingline Loans” shall mean the swingline loans
made to the Borrower pursuant to Section 2.04(a).


 


“TARGET2” shall mean the Trans-European Automated
Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November
19, 2007.


 




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“TARGET Day” shall mean any day on which TARGET2
(or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a
suitable replacement) is open for the settlement of payments in Euros.


 


“Taxes” shall mean any and all present or future
taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority,
whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax
with respect to the foregoing.


 


“Term Borrowing” shall mean any Initial Term B Borrowing
or any Incremental Term Borrowing.


 


“Term Facility” shall mean the Initial Term B Facility,
the 2022 Incremental Term B Facility and/or any or all of the Incremental Term Facilities.


 


“Term Facility Commitment” shall mean the commitment
of a Lender to make Term Loans, including Initial Term B Loans, 2022 Incremental Term B Loans and/or any Other Term Loans.


 


“Term Facility Maturity Date” shall mean, as the
context may require, (a) with respect to the Initial Term B Facility in effect on the Closing Date and the 2022 Incremental Term B Facility
in effect on the 2022 Incremental Amendment Effective Date, the Initial Term B Facility Maturity Date and (b) with respect to any other
Class of Term Loans, the maturity dates specified therefor in the applicable Extension Amendment, Incremental Assumption Agreement or
Refinancing Amendment.


 


“Term Loan Installment Date” shall mean any Initial
Term B Loan Installment Date, 2022 Incremental Term B Loan Installment Date or any Incremental Term Loan Installment Date.


 


“Term Loans” shall mean the Initial Term B Loans,
2022 Incremental Term B Loans and/or any Other Term Loans.


 


“Term SOFR” shall mean, (1) for the 2022 Incremental
Term B Loans:


 


(a)       for any Interest Period
with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two Business Days prior to the commencement of
such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00
a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first Business Day immediately prior thereto, in
each case;


 


(b)       for any interest calculation
with respect to an ABR Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that
day; and


 


(c)       plus, in each case, for
purposes of the 2022 Incremental Term B Loans, (x) 0.10% (10 basis points) for 2022 Incremental Term B Loans with an Interest Period of
one-month’s duration, (y) 0.15% (15 basis points) for 2022 Incremental Term B Loans with an Interest Period


 




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of three-months’ duration, and (z) 0.25% (25 basis points) for
2022 Incremental Term B Loans with an Interest Period of six-months’ duration,


 


provided, further, that if the Term SOFR determined in
accordance with the foregoing would otherwise be less than an applicable Floor, Term SOFR shall be deemed to be the applicable Floor for
purposes of this Agreement.


 


and (2) for the Initial Term B Facility and Initial Revolving Facility,
the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as any of the Interest
Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended
by the Relevant Governmental Body, in each case as published on an information service as selected by the Administrative Agent from time
to time in its reasonable discretion.


 


“Term SOFR Administrator” means the CME Group Benchmark
Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its
reasonable discretion).


 


“Term SOFR Borrowing” shall mean a Borrowing comprised
of Term SOFR Loans.


 


“Term SOFR Loan” shall mean any 2022 Incremental
Term B Loans bearing interest at a rate determined by reference to the clause (a) of the definition of Term SOFR in accordance with the
provisions of Article II.


 


“Term SOFR Scheduled Unavailability Date” shall
have the meaning given to it in Section 2.14(d).


 


“Term SOFR Screen Rate” shall mean the forward-looking
SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time).


 


“Term SOFR Successor Rate” shall have the meaning
given to it in Section 2.14(d).


 


“Term SOFR Successor Rate Conforming Changes” means,
with respect to the use, administration of or any conventions associated with SOFR or any proposed Term SOFR Successor Rate or Term SOFR,
as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest
Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational
matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business
Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate,
in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the
administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for
the administration of such rate exists, in such other manner of administration as the Administrative


 




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Agent determines is reasonably necessary in connection with the administration
of this Agreement and any other Loan Document).


 


“Termination Date” shall mean the date on which
(a) all Commitments shall have been terminated, (b) the principal of and interest on each Loan, all Fees and all other expenses or amounts
payable under any Loan Document and all other Loan Obligations shall have been paid in full (other than in respect of contingent indemnification
and expense reimbursement claims not then due) and (c) all Letters of Credit (other than those that have been Cash Collateralized) have
been cancelled or have expired with no pending drawings and all amounts drawn or paid thereunder have been reimbursed in full.


 


“Test Period” shall mean, on any date of determination,
(a) the period of four consecutive fiscal quarters of the Borrower then most recently ended (taken as one accounting period) for which
financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b) or (other than
for purposes of determining actual compliance with Section 6.11), if earlier, are internally available.


 


“Testing Condition” shall be satisfied at any time
if as of such time (i) the sum of without duplication (x) the aggregate principal amount of outstanding Revolving Facility Loans and Swingline
Loans at such time and (y) the aggregate amount of Letters of Credit issued hereunder (other than (1), solely for purposes of testing
the Financial Covenant for the fiscal quarters ending June 30, 2021 and September 30, 2021, up to $10,000,000 of Initial Revolving Facility
Loans borrowed on the Closing Date, (2) up to $30,000,000 of undrawn Letters of Credit and (3) any Letters of Credit that have been Cash
Collateralized in accordance with Section 2.05(j)) exceeds (ii) an amount equal to 35% of the aggregate amount of the Revolving
Facility Commitments at such time.


 


“Third Party Funds” shall mean any segregated accounts
or funds, or any portion thereof, received by the Borrower or any of its Subsidiaries as agent on behalf of third parties in accordance
with a written agreement that imposes a duty upon the Borrower or one or more of its Subsidiaries to collect and remit those funds to
such third parties.


 


“Trade Letters of Credit” shall have the meaning
assigned to such term in Section 2.05(a).


 


“Transaction Expenses” shall mean any fees, premiums,
expenses or other transaction costs incurred or paid by the Borrower, any Parent Entity or any of its or their respective Subsidiaries
or any of its or their respective Affiliates in connection with the Transactions, this Agreement, the other Loan Documents, the Refinancing
and the Specified Dividend, and the transactions contemplated hereby and thereby.


 


“Transactions” means, collectively, (a) the execution,
delivery and performance of the Loan Documents, the creation of the Liens pursuant to the Security Documents, and the initial borrowings
hereunder, (b) the Specified Dividend, (c) the Refinancing and (d) the payment of the Transaction Expenses.


 


“Transformative Transaction” means any transaction
by the Borrower or any Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the


 




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consummation of such transaction or (b) if permitted by the terms of
this Agreement immediately prior to the consummation of such transaction, would not provide the Borrower and its Subsidiaries with a durable
capital structure following such consummation, as determined by the Borrower acting in good faith.


 


“Type” shall mean, when used in respect of any Loan
or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes
hereof, the term “Rate” shall include the Adjusted LIBO Rate, Term SOFR and the ABR.


 


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


 


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


 


“Undisclosed Administration” shall mean, in relation
to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian, or other similar official by a supervisory authority or regulatory under or based on the law in the country where
such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.


 


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


 


“Unreimbursed Amount” shall have the meaning assigned
to such term in Section 2.05(e).


 


“Unrestricted Cash” shall mean cash or cash equivalents
of the Borrower or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower
or any of its Subsidiaries; provided that for purposes of the calculation of the Net First Lien Leverage Ratio, the Net Secured
Leverage Ratio and the Net Total Leverage Ratio, the amount of Unrestricted Cash and Permitted Investments not denominated in Dollars
shall be calculated based on the currency exchange rates that would be used either, at the option of the Borrower, (i) for purposes of
preparing a balance sheet or (ii) for purposes of calculating EBITDA, in each case, as of the last day of the Test Period most recently
ended as of the date of determination as determined by the Borrower in good faith.


 


“Unrestricted Subsidiary” shall mean (1) any Subsidiary
of the Borrower identified on Schedule 1.01(D), (2) any other Subsidiary of the Borrower, whether now owned or acquired or created
after the Closing Date, that is designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative
Agent; provided that the Borrower shall only be


 




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permitted to form or designate a new Unrestricted Subsidiary after
the Closing Date so long as (a)(a) no Specified Event of Default has occurred and is continuing or would result therefrom, (b)(b) such
Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of the Subsidiaries) through Investments
as permitted by, and in compliance with, Section 6.04, and any prior or concurrent Investments in such Subsidiary by the Borrower
or any of the Subsidiaries shall be deemed to have been made under Section 6.04, with the amount of such Investment being deemed
the fair market value of such Unrestricted Subsidiary on the date of designation, (c) without duplication of clause (b), any net assets
owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section
6.04, (d) such Unrestricted Subsidiary does not own any Material Intellectual Property and (e) the Net First Lien Leverage Ratio is
less than or equal to 7.00 to 1.00 on a Pro Forma Basis and (3) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate
any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”)
so long as (i) no Specified Event of Default has occurred and is continuing or would result therefrom and (ii) the Net First Lien Leverage
Ratio is less than or equal to 7.00 to 1.00 on a Pro Forma Basis; provided that any Subsidiary Redesignation shall be deemed to
constitute the incurrence of the Indebtedness and Liens of such Subsidiary at such time. Notwithstanding the foregoing, in no event shall
the Euro Borrower constitute an Unrestricted Subsidiary.


 


“U.S. Bankruptcy Code” shall mean Title 11 of the
United States Code, as amended, or any similar federal or state law for the relief of debtors.


 


“USA PATRIOT Act” shall mean the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed
into law October 26, 2001)).


 


“Voting Stock” shall mean, with respect to any person,
such person’s Equity Interests having the right to vote for the election of directors of such person under ordinary circumstances.


 


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


 


“Wholly Owned Subsidiary” of any person shall mean
a subsidiary of such person, all of the Equity Interests of which (other than (x) directors’ qualifying shares or nominee or other
similar shares required pursuant to applicable law and (y) de minimis shares owned by other persons) are owned by such person or another
Wholly Owned Subsidiary of such person. Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary
of the Borrower that is a Wholly Owned Subsidiary of the Borrower.


 




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


 


“Withholding Agent” shall mean any Loan Party and
the Administrative Agent.


 


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


 


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


 


Section 1.02       
Terms Generally. (a)(a) The definitions set forth or referred to in Section 1.01 shall apply equally to both
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.” The words “ordinary course of business” or “ordinary course” shall, with respect
to any Person, be deemed to refer to items or actions that are consistent with practice in or norms of the industry in which such Person
operates or such Person’s past practice (it being understood that the sale of accounts receivable (and related assets) pursuant
to factoring arrangements entered into by the Borrower and its Subsidiaries shall be deemed to be in the ordinary course of business so
long as such accounts receivable (and related assets) are sold for Cash in an amount not less than 95% of the face amount thereof (but,
for the avoidance of doubt, this shall not preclude any sale for less than a price to be determined to be in the ordinary course so long
as it is in the ordinary course of business)) (in each case, as determined by the Borrower in good faith). Unless the context requires
otherwise (i) any definition of or reference to any agreement, instrument or other document herein or in any Loan Document (including
any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated,
amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications
on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings
set forth herein), (ii) any reference to any Requirement


 




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of Law in any Loan Document shall include all
statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of
Law, (iii) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and
permitted assigns, (iv) 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
hereof, (v) all references herein or in any Loan Document to Articles, Sections, Clauses, Paragraphs, Exhibits and Schedules shall
be construed to refer to Articles, Sections, Clauses and Paragraphs of, and Exhibits and Schedules to, this Agreement or such Loan Document
unless the context shall otherwise require, (vi) in the computation of periods of time in any Loan Document from a specified date to a
later specified date, the word “from” means “from and including”, the words “to” and “until”
mean “to but excluding” and the word “through” means “to and including”, (vii) the words “asset”
and “property”, when used in any Loan Document, 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, (viii) the fair market
value of any asset or property shall be determined by the Borrower in good faith and (ix) references to any matter being “permitted”
under the Loan Documents shall include references to such matters not being prohibited or otherwise approved under the Loan Documents.
Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment
to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes
in GAAP after December 31, 2017 or anything else herein to the contrary, any lease of the Borrower and its Subsidiaries, or of a special
purpose or other entity not consolidated with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would
be characterized as an operating lease under GAAP in effect on December 31, 2017 (whether such lease is entered into before or after December
31, 2017) shall not constitute Indebtedness or a Capitalized Lease Obligation of the Borrower or any Subsidiary under this Agreement or
any other Loan Document as a result of such changes in GAAP.


 


(b)              
For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.04, 6.05, 6.06
and 6.09(b), in the event that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment or Disposition or
portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant
to any clause of such Section (other than Section 6.01(a) (in the case of Indebtedness incurred on the Closing Date), Sections 6.02(a)
and 6.02(b)) (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from
time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses of each such Section
and will only be required to include such Reclassifiable Item (or portion thereof) in any one category; provided that upon delivery of
any financial statements pursuant to Section 5.04(a) or (b) following the initial incurrence or making of any such Reclassifiable
Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based”


 




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basket, such Reclassifiable
Item shall automatically be reclassified as having been incurred or made under the applicable provisions of such “ratio-based”
basket, as applicable (in each case, subject to any other applicable provision such “ratio-based” basket, as applicable).
It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/or Disposition need
not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment
and/or Disposition under Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), respectively,
but may instead be permitted in part under any combination thereof or under any other available exception.


 


Section 1.03       
Effectuation of Transaction. Each of the representations and warranties of the Borrower contained in this Agreement (and
all corresponding definitions) are made after giving effect to the Transactions as shall have taken place on or prior to the date of determination,
unless the context otherwise requires.


 


Section 1.04       
Pro Forma and Other Calculations. (a)(a) Notwithstanding anything in this Agreement or any Loan Document to the contrary,
when (i)(i) calculating any applicable ratio, Consolidated Net Income or EBITDA in connection with the incurrence of Indebtedness,
the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a
Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment,
(ii)(ii) determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified
Event of Default has occurred, is continuing or would result therefrom, (iii)(iii) determining compliance with any provision of this
Agreement which requires compliance with any representations and warranties set forth herein or (iv)(iv) determining the availability
for the utilization of any basket, the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens, the making
of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary,
any Subsidiary Redesignation or any Restricted Debt Payment, in each case in connection with a Limited Condition Transaction, the date
of determination of such ratio or other provisions, determination of whether any Default, Event of Default or Specified Event of Default
has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction
of any other conditions shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with
any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one or more of clauses
(i) through (iv) above), be deemed to be (a) in the case of any acquisition or similar Investment or related transaction or event (including
with respect to any Indebtedness contemplated or incurred in connection therewith), either (1)(i) at the time of the execution of a binding
letter of intent or the definitive agreement with respect to the relevant Investment (and, if determined at such time, may be recalculated,
at the election of the Borrower, at the delivery of financial statements prior to the consummation of the relevant acquisition or similar
Investment or at the time of the consummation of the relevant acquisition or similar Investment) or (ii) at the time of the consummation
of the relevant acquisition or similar Investment, (b) in the case of any Restricted Payment (including with respect to any Indebtedness
contemplated or incurred in connection therewith), either (i) at the time of the declaration of such Restricted Payment (and, if determined
at such time, may be recalculated, at the election of the Borrower, at the delivery of financial statements prior to the making of such
Restricted Payment or at the time of the making of such Restricted Payment) or (ii) at the time of the making of such Restricted Payment
and/or


 




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(c) in the case of any Restricted Debt Payment or any redemption of
any Equity Interests of the Borrower (including with respect to any Indebtedness contemplated or incurred in connection therewith), either
(i) at the time of delivery of notice with respect to such payment or redemption (and, if determined at such time, may be recalculated,
at the election of the Borrower, at the delivery of financial statements prior to the making of such Restricted Debt Payment or redemption
or at the time of the making of such Restricted Payment or redemption) or (ii) at the time of the making of such Restricted Debt Payment
or redemption, in each case (1) after giving effect to the relevant transaction, the incurrence of any related Indebtedness (including
the intended use of proceeds thereof) and all other permitted pro forma adjustments on a Pro Forma Basis, (2) based on the most recently
ended four (4) consecutive fiscal quarter period for which internal financial statements are initially available, (3) [reserved] and (4)
at the election of the Borrower, giving effect to other prospective “limited conditionality” acquisitions or similar investments
on a Pro Forma Basis for which a binding letter of intent or definitive agreements have been executed for such Limited Condition Transaction
are entered into (the “LCT Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction
and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified
Stock and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other
transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which internal financial
statements are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios
or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if, following the LCT
Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to
fluctuations in EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited
Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as
a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and
(ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction
or related transactions, unless the Borrower elects, in its sole discretion, to test such ratios and compliance with the conditions
on the date such Limited Condition Transaction or related transaction is consummated. If the Borrower has made an LCT Election for any
Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with
any other provision hereunder (other than actual compliance with the Financial Covenant and the Pricing Grid) on or following the relevant
LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive
agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or
the date the Borrower makes an election pursuant to clause (y) of the immediately preceding sentence, any such ratio, basket or compliance
with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions
in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof) had
been consummated on the LCT Test Date and, in the case of any Restricted Payment, on a Pro Forma Basis excluding such Limited Condition
Transaction and other transaction in connection therewith.


 




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(b)              
Notwithstanding anything in this Agreement or any Loan Document to the contrary herein, with respect to any amounts incurred or
transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial
ratio or test (including, without limitation, the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and the Net Total Leverage
Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions
entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test
(any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that any Fixed Amount (and any cash
proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount
in connection with such substantially concurrent incurrence.


 


Section 1.05       
Timing of Payment or Performance. Except as otherwise expressly provided herein, when the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the
date of such payment or performance shall extend to the immediately succeeding Business Day.


 


Section 1.06       
Times of Day. Unless otherwise specified herein, all references herein to times of day shall be references to New York City
time (daylight or standard, as applicable).


 


Section 1.07       
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred, assigned or
disposed from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized on the first date of its existence by the holders of its Equity Interests at such time.


 


Section 1.08       
[Reserved].


 


Section 1.09       
Exchange Rates; Currency Equivalent. (a)The Administrative Agent or the Issuing
Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of
Loans and Letters of Credit and outstanding amounts denominated in Euros or other Alternative
Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall
be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except
for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise
provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or the Issuing Bank, as applicable.


 


(b)              
Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment
of a Eurocurrency Loan, Term SOFR Loan or the issuance, amendment or extension of a Letter
of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Loan, Term
SOFR Loan or 


 




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Letter of
Credit is denominated in Euros or an Alternative Currency, such amount shall be the relevant Euro Equivalent or Alternative Currency Equivalent,
as applicable, of such Dollar amount (rounded to the nearest unit Euros or of such Alternative Currency, as applicable, with 0.5 of a
unit being rounded upward), as determined by the Administrative Agent, or the Issuing Bank, as the case may be.


 


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


 


Section 1.10       
Additional Alternative Currencies. 


 


(a)              
The Borrower may from time to time request that Eurocurrency Loans be made and Letters of
Credit be issued in a currency other than Dollars or those currencies specifically listed in the definition of “Alternative Currency”,
provided that such requested currency is a lawful currency (other than Dollars or any of the currencies specifically listed in
the definition of “Alternative Currency”) that is readily available and freely transferable and convertible into Dollars.
In the case of any such request with respect to the making of Eurocurrency Loans, such request shall be subject to the approval of the
Administrative Agent and the applicable Revolving Facility Lenders; and in the case of any such request with respect to the issuance of
Letters of Credit, such request shall be subject to the approval of the Administrative Agent and each Issuing Bank.(b) Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty Business Days prior to the date of the desired
initial credit extension in such requested currency (or such later time or date as may be agreed by the Administrative Agent and, in the
case of any such request pertaining to Letters of Credit, each Issuing Bank, in its or their sole discretion). In the case of any such
request pertaining to Eurocurrency Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such
request pertaining to Letters of Credit, the Administrative Agent shall promptly notify each applicable Issuing Bank thereof. Each Lender
(in the case of any such request pertaining to Eurocurrency Loans) or each Issuing Bank (in the case of a request pertaining to Letters
of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it
consents, in its sole discretion, to the making of Eurocurrency Loans or the issuance of Letters of Credit, as the case may be, in such
requested currency.


 


(c)              
Any failure by a Lender or an Issuing Bank, as the case may be, to respond to such request
within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or such Issuing Bank, as the
case may be, to permit Eurocurrency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative
Agent and all applicable Revolving Facility Lenders consent to making Eurocurrency Loans in such requested currency, the Administrative
Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder
for purposes of any 


 




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Eurocurrency
Loans; and if the Administrative Agent and each Issuing Bank consent to the issuance of Letters of Credit in such requested currency,
the Administrative Agent shall so notify the Borrower and such currency shall thereupon, upon the effectiveness of the amendment referenced
below, be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative
Agent shall fail to obtain consent to any request for an additional currency under this Section 1.10, the Administrative Agent
shall promptly so notify the Borrower. If the Administrative Agent and the applicable Revolving Facility Lenders consent to such request
for an Alternative Currency, the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment to this
Agreement to effect such changes hereto as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent,
to effect the provisions of this Section 1.10 (including, without limitation, to amend the definition of “LIBO Rate”
to the extent necessary to add the applicable LIBO Rate for such currency). 


 


Section 1.11       
Change of Currency. (a)(a) Each obligation of the Borrower or Euro Borrower to make
a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency
after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member
state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention
or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be
replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided
that if any Loan in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Loan, at the end of the then current Interest Period.


 


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


 


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


 


Section 1.12       
Belgian Terms. In this Agreement, where it relates to the Euro Borrower or a Belgian person or the context so requires,
a reference to:


 


(a)              
a liquidator, compulsory manager, receiver, administrative receiver, administrator or similar officer includes any insolventiefunctionaris/praticien
de l'insolvabilité, curator/curateur, vereffenaar/liquidateur, gedelegeerd rechter/juge délégué, gerechtsmandataris/mandataire
de justice, voorlopig bewindvoerder/administrateur provisoire, gerechtelijk bewindvoerder/administrateur judiciaire, mandataris ad hoc/mandataire
ad hoc and ondernemingsbemiddelaar/médiateur d'entreprise, as applicable;


 




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(b)              
a composition or arrangement includes a minnelijk akkoord met schuldeisers/accord amiable avec des créanciers, collectief
akkoord/accord collectif or reorganisatie door overdracht onder gerechtelijk gezag/réorganisation par transfert sous autorité
de justice, as applicable;


 


(c)              
a person being unable to pay its debts is that person being in a state of cessation of payments (staking van betaling/cessation
de paiements);


 


(d)              
a winding-up or dissolution includes any vereffening/liquidation, ontbinding/dissolution, faillissement/faillite and sluiting
van een onderneming/ fermeture d'une enterprise;


 


(e)              
an amalgamation, merger, consolidation includes a overdracht van algemeenheid/transfert d'universalité, overdracht
van bedrijfstak/transfert de branche d'activité, splitsing/scission and fusie/fusion and an assimilated transaction
(gelijkgestelde verrichting/opération assimilée) in accordance with the Belgian Code of Companies and Associations;


 


(f)               
an obligor being incorporated in Belgium or of which its jurisdiction of incorporation is Belgium, means that such obligor
has its statutory seat in Belgium; and


 


insolvency includes any insolventieprocedure/procedure d'insolvabilité,
gerechtelijke reorganisatie/réorganisation judiciaire, faillissement/faillite and any other concurrence between creditors (samenloop
van schuldeisers/concours des créanciers).


 


Article
II



The Credits


 


Section 2.01       
Commitments. Subject to the terms and conditions set forth herein:


 


(a)              
Each Lender agrees to make Initial Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount
not to exceed its Initial Term B Loan Commitment.


 


(b)              
Each Lender agrees to make Revolving Facility Loans of a Class in Dollars, Australian Dollars, Canadian Dollars, Euros, Sterling
or, to the extent approved in accordance with Section 1.10, any other Alternative Currency
to the Borrower and the Euro Borrower from time to time during the Availability Period in an aggregate principal amount that will not
result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment
of such Class, (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class
or (iii) the aggregate Revolving Credit Outstandings made to the Euro Borrower exceeding the Euro Borrower Sublimit. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower and the Euro Borrower may borrow, prepay and reborrow Revolving
Facility Loans.


 


(c)              
Each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable
Incremental Assumption Agreement,


 




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to make Incremental Term Loans
to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment.


 


(d)              
Amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be re-borrowed.


 


(e)              
Each 2022 Incremental Lender agrees to make 2022 Incremental Term B Loans in Dollars to the Borrower on the 2022 Incremental Amendment
Effective Date in an aggregate principal amount not to exceed its 2022 Incremental Term B Loan Commitment.


 


Section 2.02       
Loans and Borrowings. (a)(a) Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility
and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in
the case of Swingline Loans, in accordance with their respective Swingline Commitments); provided, however, that Revolving
Facility Loans of any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance with their respective
Revolving Facility Percentages on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)              
Subject to Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans, Term
SOFR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Borrowing denominated in Dollars shall
be an ABR Borrowing, each Swingline Borrowing denominated in Euro shall be a Eurocurrency Borrowing, each Borrowing by the Euro Borrower
shall be a Eurocurrency Borrowing and each Borrowing of Australian Dollars, Canadian Dollars, Euros, or Sterling under the Revolving Facility
shall be a Eurocurrency Borrowing.


 


(c)              
At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing such Borrowing shall be in an aggregate
amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving
Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum; provided that an ABR Revolving Facility Borrowing may be in an aggregate amount that is equal
to the entire unused available balance of the Revolving Facility Commitments or that is required to finance the reimbursement of an L/C
Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of
the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type may be outstanding at the same time;
provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more
than (i) 10 Eurocurrency Borrowings outstanding under all Term Facilities at any time and (ii) 10 Eurocurrency Borrowings outstanding
under all Revolving Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Borrowings.


 


(d)              
Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing of any Class if the


 




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Interest Period requested with
respect thereto would end after the Revolving Facility Maturity Date or the Term Facility Maturity Date for such Class, as applicable.


 


(e)              
Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of
its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement,
pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.


 


(f)               
Notwithstanding anything contained in this Agreement to the contrary, the 2022 Incremental Term B Loans may only be ABR Loans or
Term SOFR Loans (and in no event shall any 2022 Incremental Term B Loan be deemed to be a Eurocurrency Loan).


 


Section 2.03       
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower or the Euro Borrower,
as applicable, shall notify the Administrative Agent of such request electronically (a)(a) in the case of a Eurocurrency Borrowing
or Term SOFR Borrowing denominated in Dollars, not later than 12:00 noon, New York City time, three Business Days before the date
of the proposed Borrowing (or such later time as the Administrative Agent may agree), (b)(b) in the case of a Eurocurrency Borrowing denominated
in an Alternative Currency (other than a Borrowing of Euro Swingline Loans), not later than
12:00 noon, New York City time, four Business Days before the date of the proposed Borrowing (or such later time as the Administrative
Agent may agree), or (c)(c) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business
Day of the proposed Borrowing (or such later time as the Administrative Agent may agree); provided that, (i) to request a Eurocurrency
Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than 5:00 p.m.,
New York City time, two Business Days prior to the Closing Date (or such later time as the Administrative Agent may agree), (ii) to request
an ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than 5:00
p.m., New York City time, one Business Day prior to the Closing Date (or such later time as the Administrative Agent may agree), (iii)
any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e)
may be given not later than 2:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing and (iv) any such
notice of an Incremental Revolving Borrowing or Incremental Term Borrowing may be given at such time as provided in the applicable Incremental
Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of notice given in respect of
Incremental Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed
promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower or Euro
Borrower (as applicable). Each such telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.02:


 


(i)                
whether such Borrowing is to be a Borrowing of Term Loans, Revolving Facility Loans, Refinancing Term Loans, Other Term Loans or
Replacement Revolving Loans as applicable;


 


(ii)             
the aggregate amount of the requested Borrowing;


 




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(iii)           
the date of such Borrowing, which shall be a Business Day;


 


(iv)            
whether such Borrowing is to be an ABR Borrowing, a Term SOFR Borrowing or a Eurocurrency Borrowing;


 


(v)              
in the case of a Eurocurrency Borrowing or Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall
be a period contemplated by the definition of the term “Interest Period”;


 


(vi)            
the location and number of the account to which funds are to be disbursed;


 


(vii)         
with respect to any Revolving Facility Loans, the applicable currency; and


 


(viii)       
whether the Borrowing shall be made by the Borrower or by the Euro Borrower under the Euro Borrower Sublimit.


 


If no election as to the Type of Borrowing is specified,
then the requested Borrowing shall be (x) in the case of a Borrowing denominated in Dollars, an ABR Borrowing and (y) in the case of any
Borrowing denominated in an Alternative Currency, a Eurocurrency Borrowing in the original Alternative Currency with an Interest Period
of one month. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with
this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s
Loan to be made as part of the requested Borrowing.


 


Section 2.04       
Swingline Loans.


 


(a)              
Subject to the terms and conditions set forth herein, (i) each Dollar Swingline Lender agrees, in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, to make Dollar Swingline Loans to the Borrower and (ii) the Euro Swingline Lender
agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, in its sole discretion, to make Euro Swingline
Loans to the Euro Borrower, in each case, from time to time during the Availability Period, in an aggregate principal amount at any time
outstanding that will not result in (w) the aggregate principal amount of outstanding Dollar Swingline Loans exceeding the Dollar Swingline
Commitment, (x) the aggregate principal amount of outstanding Euro Swingline Loans exceeding the Euro Swingline Commitment, (y) the
Revolving Credit Outstandings made to the Euro Borrower exceeding the Euro Borrower Sublimit or (z) the Revolving Facility Credit Exposure
of the applicable Class exceeding the total Revolving Facility Commitments of such Class; provided that no Swingline Lender shall
be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar Swingline Loans and the Euro Borrower may borrow,
prepay and reborrow Euro Swingline Loans.


 




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(b)              
To request a Swingline Borrowing, the Borrower or Euro Borrower (as applicable) shall notify the Administrative Agent and the applicable
Swingline Lender of such request by telephone (confirmed by a Swingline Borrowing Request by electronic means), not later than (i) in
the case of a Borrowing of Dollar Swingline Loans, 1:00 p.m., New York City time, and (ii) in the case of a Borrowing of Euro Swingline
Loans, not later than 11:00 a.m., London time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing
Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day) and
(ii) the amount of the requested Swingline Borrowing. The applicable Swingline Lender shall consult with the Administrative Agent as to
whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to such Swingline Lender funding such
Swingline Loan. The applicable Swingline Lender shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately
available funds to the account of the Borrower or the Euro Borrower, as applicable (or, in the case of a Swingline Borrowing made to finance
the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).


 


(c)              
Each Swingline Lender may by written notice given to the Administrative Agent not later than (x) in the case of Dollar Swingline
Loans, 10:00 a.m., New York City time, on any Business Day and (y) in the case of Euro Swingline Loans, 10:00 a.m., New York City time,
three Business Days prior to the expected date of funding of the applicable participation, require the Revolving Facility Lenders of the
applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such
notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate and whether
such Swingline Loans are Dollar Swingline Loans or Euro Swingline Loans. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility
Percentage of such Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice
as provided above, to pay to the Administrative Agent in like funds for the account of each Swingline Lender, such Revolving Facility
Lender’s applicable Revolving Facility Percentage of such Swingline Loans. Each Revolving Facility Lender acknowledges and agrees
that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction
or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in
the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative
Agent shall notify the Borrower or Euro Borrower (as applicable) of any participations in any Swingline Loan acquired pursuant to this
paragraph (c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the
applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower or Euro Borrower (as applicable) (or other party
on behalf of the Borrower or Euro Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the


 




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Administrative Agent; any such
amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders
that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear;
provided that any such payment so remitted shall be repaid to the applicable Swingline Lender or to the Administrative Agent, as
applicable, if and to the extent such payment is required to be refunded to the Borrower or Euro Borrower for any reason. The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or the Euro Borrower of any default in
the payment thereof.


 


(d)              
The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Facility Lenders
that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline
Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the
effective date of such agreement, (i) such Revolving Facility Lender shall have all the rights and obligations of a Swingline Lender under
this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Facility
Lender in its capacity as a lender of Swingline Loans hereunder.


 


Section 2.05       
Letters of Credit. (a)(a) General. Subject to the terms and conditions set forth herein, the Borrower may request
the issuance of and the Issuing Banks shall issue one or more letters of credit denominated in Dollars, Australian Dollars, Canadian Dollars,
Euros and Sterling or an Alternative Currency in the form of (x) trade letters of credit in support of trade obligations of the Borrower
and the Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters
of Credit”) and (y) standby letters of credit for any other lawful purposes of the Borrower and the Subsidiaries (such letters
of credit for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter
of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary
in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period
and prior to the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided that (v) each
Standby Letter of Credit shall be in an amount that is not less than $250,000 and each commercial Letter of Credit shall be not less than
$100,000, (w) no Issuing Bank shall be required to issue bank guarantees or bankers’ acceptances without its prior written consent,
(x) none of Bank of America, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc., UBS AG, Stamford Branch and Wells Fargo Bank,
National Association shall be required to issue Trade Letters of Credit or other Letters of Credit (other than Standby Letters of Credit)
without its prior written consent, (y) the Borrower shall remain primarily liable in the case of a Letter of Credit issued for the account
of a Subsidiary and (z) the applicable Issuing Bank shall not be obligated to issue Letters of Credit if any order, judgment or decree
of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter
of Credit, the issuance of such Letter of Credit would violate any Requirements of Law binding upon such Issuing Bank or the issuance
of the Letter of Credit would violate one or more policies or procedures of such Issuing Bank applicable to letters of credit generally
that are customary for the industry. In the event of any inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower


 




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with, an Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.


 


(b)              
Request for Issuance, Amendment, Extension: Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
extension (other than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding
Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so
have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business
Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable
Issuing Bank in their sole discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date
on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.05), the amount of such
Letter of Credit, the currency of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit
constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to issue, amend or
extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application
on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not
exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit,
and (iii) the aggregate amount of all Letters of Credit, and unreimbursed L/C Disbursements with respect to Letters of Credit, issued
by any Issuing Bank shall not exceed such Issuing Bank’s Specified Letter of Credit Sublimit without such Issuing Bank’s express
written consent; provided that each Issuing Bank hereby agrees that any Existing Roll-Over Letters of Credit issued by such Issuing
Bank may exceed such Issuing Bank’s Specified Letter of Credit Sublimit.


 


(c)              
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i)(i) the
date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of
the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower
and the applicable Issuing Bank in their sole discretion) after such extension) and (ii)(ii) the date that is five Business Days
prior to the applicable Revolving Facility Maturity Date; provided that any Letter of Credit with a one year tenor may provide
for automatic extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause
(ii) of this paragraph (c) ) so long as such Letter of Credit permits the applicable Issuing Bank 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 within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided,
further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond
the date referred to in clause (ii) above, provided that if any such Letter of Credit is outstanding or is issued under the Revolving
Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility


 




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Maturity Date for such Class,
the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant
Issuing Bank in an amount equal to the available amount of each such Letter of Credit on or prior to the date that is five Business Days
prior to such Revolving Facility Maturity Date or, if later, such date of issuance.


 


(d)              
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof)
under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the
Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such Revolving
Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s
applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and
in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s applicable Revolving Facility
Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph
(e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving
Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters
of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension
of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments
or the fact that, as a result of changes in currency exchange rates, such Revolving Facility Lender’s Revolving Facility Credit
Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section 2.11(f) would apply), and
that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)              
Reimbursement. If the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower
shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount in Dollars equal to such L/C Disbursement not later
than 11:00 a.m., New York City time, on the Business Day the Borrower receives notice under paragraph (g) of this Section 2.05
of such L/C Disbursement (or, if the Borrower receives such notice after 9:00 a.m., New York City time, then not later than 11:00 a.m.
on the first Business Day after the Borrower receives such notice), together with accrued interest thereon from the date of such L/C Disbursement
at the rate applicable to ABR Revolving Loans of the applicable Class; provided that the Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04(a) that such payment be financed
with an ABR Revolving Facility Borrowing or a Swingline Borrowing of the applicable Class, as applicable, in an equivalent amount and,
to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR
Revolving Facility Borrowing or Swingline Borrowing. If the Borrower fails to reimburse any L/C Disbursement when due, then the Administrative
Agent shall promptly notify the applicable Issuing Bank and each other applicable Revolving Facility Lender of the applicable L/C Disbursement,
the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and, in the case of a Revolving
Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving
Facility Lender with a Revolving Facility Commitment of the


 




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applicable Class shall pay to
the Administrative Agent in Dollars, Australian Dollars, Canadian Dollars, Euros, Sterling or an Alternative Currency, as applicable,
its Revolving Facility Percentage of the Unreimbursed Amount in the same manner as provided in Section 2.06 with respect to Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility
Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving
Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph,
the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders
have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests
may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement
(other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall
not relieve the Borrower of its obligation to reimburse such L/C Disbursement.


 


(f)               
Obligations Absolute. The obligation of the Borrower to reimburse L/C Disbursements as provided in paragraph (e) of
this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i)(i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein, (ii)(ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any
respect, (iii)(iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit or (iv)(iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge
of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor
any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any
of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided that the foregoing shall not be
construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower
that are determined by final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’s
failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable
Issuing Bank, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the


 




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applicable Issuing Bank may,
in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.


 


(g)              
Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent
and the Borrower by telephone (confirmed by electronic means) of any such demand for payment under a Letter of Credit and whether such
Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any
such L/C Disbursement.


 


(h)              
Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C
Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at the rate per annum
then applicable to ABR Revolving Loans of the applicable Class; provided that, if such L/C Disbursement is not reimbursed by the
Borrower when due pursuant to paragraph (e) of this Section 2.05, then Section 2.13(c) shall apply. Interest accrued
pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date
of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section 2.05 to reimburse such Issuing Bank
shall be for the account of such Revolving Facility Lender to the extent of such payment.


 


(i)                
Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any
such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after the effective date of any such replacement,
(i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer
to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.
After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement
but shall not be required to issue additional Letters of Credit. Any Issuing Bank (other than the Issuing Banks named in clause (i) of
the definition thereof except as otherwise provided in Section 8.09) may resign at any time by giving 30 days’ prior notice
to the Administrative Agent, the Lenders and the Borrower. After the resignation of an Issuing Bank hereunder, the retiring Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the
other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional
Letters of Credit or to extend, reinstate, or increase any existing Letter of Credit.


 




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(j)                
Cash Collateralization Following Certain Events. If and when the Borrower is required to Cash Collateralize any Revolving
L/C Exposure relating to any outstanding Letters of Credit pursuant to any of Sections 2.05(c), 2.11(e), 2.11(f),
2.11(g), 2.22(a)(v) or 7.01, the Borrower shall deposit in an account with or at the direction of the Collateral
Agent, in the name of the Collateral Agent and for the benefit of the Revolving Facility Lenders, an amount in cash in Dollars, Euros
or an Alternative Currency, as applicable, equal to 102% of the Revolving L/C Exposure as of such date (or, in the case of Sections
2.05(c), 2.11(e), 2.11(f), 2.11(g) and 2.22(a)(v), the portion thereof required by such sections). Each
deposit of Cash Collateral (x) made pursuant to this paragraph or (y) made by the Administrative Agent pursuant to Section 2.22(a)(ii),
in each case, shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under
this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such
account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of (i) for so long as an Event of Default shall be continuing, the Collateral Agent and (ii) at any other time, the Borrower, in each
case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse
each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time (and any amounts
in excess of the Revolving L/C Exposure at such time shall promptly be returned to the Borrower) or, if the maturity of the Loans has
been accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving
L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an
amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender or the
occurrence of a limit under Sections 2.11(e), (f) or (g) being exceeded, such amount (to the extent not applied
as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or the
termination of the Defaulting Lender status or the limits under Sections 2.11(e), (f) and (g) no longer being
exceeded, as applicable.


 


(k)              
Cash Collateralization Following Termination of the Revolving Facility. Notwithstanding anything to the contrary herein,
in the event of the prepayment in full of all outstanding Revolving Facility Loans and the termination of all Revolving Facility Commitments
(a “Revolving Facility Termination Event”) in connection with which the Borrower notifies any one or more Issuing Banks
that it intends to maintain one or more Letters of Credit initially issued under this Agreement in effect after the date of such Revolving
Facility Termination Event (each, a “Continuing Letter of Credit”), then the security interest of the Collateral Agent
in the Collateral under the Security Documents may be terminated in accordance with Section 9.18 if each such Continuing Letter
of Credit is Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount, which shall be deposited with or at the direction
of each such Issuing Bank.


 


(l)                
Additional Issuing Banks. From time to time, the Borrower may by notice to the Administrative Agent designate any Lender
(in addition to the initial Issuing Banks) each of which agrees (in its sole discretion) to act in such capacity and is reasonably satisfactory
to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a


 




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counterpart of this Agreement
(which counterpart shall set forth the Specified Letter of Credit Sublimit of such Issuing Bank) upon the approval of the Administrative
Agent (which approval shall not be unreasonably withheld, delayed or conditioned) and shall thereafter be an Issuing Bank hereunder for
all purposes. Upon the designation of an Issuing Bank hereunder, the Specified Letter of Credit Sublimit of the other Issuing Banks shall
be reduced by the Specified Letter of Credit Sublimit of such additional Issuing Bank on a pro rata basis.


 


(m)            
Reporting. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall (i) provide to the Administrative
Agent copies of any notice received from the Borrower pursuant to Section 2.05(b) no later than the next Business Day after receipt
thereof and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects
to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate available amount
of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension
occurred (and whether the amount thereof changed), and such Issuing Bank shall be permitted to issue, amend or extend such Letter of Credit
if the Administrative Agent shall not have advised such Issuing Bank that such issuance, amendment or extension would not be in conformity
with the requirements of this Agreement, (B) on each Business Day on which such Issuing Bank makes any L/C Disbursement, the date of such
L/C Disbursement and the amount of such L/C Disbursement and (C) on any other Business Day, such other information with respect to the
outstanding Letters of Credit issued by such Issuing Bank as the Administrative Agent shall reasonably request.


 


Section 2.06       
Funding of Borrowings(A). (a)(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 12:00 noon, New York
City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided
that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an account or accounts designated by the Borrower as specified
in the applicable Borrowing Request; provided that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement
of a L/C Disbursement and reimbursements as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable
Issuing Bank.


 


(b)              
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with clause (a) of this Section 2.06 and may,
in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from
and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent,
at (i) in the case of a payment to be made by such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be
made by the Borrower, the


 




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interest rate applicable to
ABR Loans at such time. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


 


(c)              
The foregoing notwithstanding, the Administrative Agent, in its sole discretion, may from its own funds make a Revolving Facility
Loan on behalf of the Lenders (including by means of Swingline Loans to the Borrower). In such event, the applicable Lenders on behalf
of whom the Administrative Agent made the Revolving Facility Loan shall reimburse the Administrative Agent for all or any portion of such
Revolving Facility Loan made on its behalf upon written notice given to each applicable Lender not later than 2:00 p.m., New York City
time, on the Business Day such reimbursement is requested. The entire amount of interest attributable to such Revolving Facility Loan
for the period from and including the date on which such Revolving Facility Loan was made on such Lender’s behalf to but excluding
the date the Administrative Agent is reimbursed in respect of such Revolving Facility Loan by such Lender shall be paid to the Administrative
Agent for its own account.


 


Section 2.07       
Interest Elections. (a)(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Borrowing or Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type (if such Borrowing is denominated in Dollars)
or to continue such Borrowing and, in the case of a Eurocurrency Borrowing or Term SOFR Borrowing, may elect Interest Periods therefor,
all as provided in this Section 2.07. The Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and
the Loans comprising each such portion shall be considered a separate Borrowing. No Loan may be converted into or continued as a Loan
denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.


 


(b)              
To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by
telephone, by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing
of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Interest
Election Request signed by the Borrower.


 


(c)              
Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)                
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be


 




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specified pursuant
to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)             
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)           
whether the resulting Borrowing is to be an ABR Borrowing, a Term SOFR Borrowing or a Eurocurrency Borrowing; and


 


(iv)            
if the resulting Borrowing is a Eurocurrency Borrowing or a Term SOFR Borrowing, the Interest Period to be applicable thereto after
giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”


 


If any such Interest Election Request requests
a Eurocurrency Borrowing or Term SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration. If less than all the outstanding principal amount of any Borrowing shall be converted
or continued, then each resulting Borrowing shall be in an integral multiple of the Borrowing Multiple and not less than the Borrowing
Minimum and satisfy the limitations specified in Section 2.02(c) regarding the maximum number of Borrowings of the relevant Type.


 


(d)              
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest
Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)              
If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing or Term SOFR Borrowing,
as applicable, prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be made as, or converted to, ABR Loans; provided, however, that in the case
of a failure to timely request a continuation of Eurocurrency Loans denominated in an Alternative Currency, such Loans shall be continued
as a Eurocurrency Borrowing in their original currency with a one month Interest Period. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through
electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurocurrency Borrowing without the consent of the Required Lenders and (ii) unless repaid,
each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.


 


Section 2.08       
Termination and Reduction of Commitments. (a)(a) Unless previously terminated, the Revolving Facility Commitments of
each Class shall terminate on the applicable Revolving Facility Maturity Date for such Class. On the Closing Date (after the funding of
the Initial Term B Loans to be made on such date), the Initial Term B Loan Commitments of each Lender as of the Closing Date will terminate.
On the 2022 Incremental Amendment Effective Date (after the funding of the 2022 Incremental Term B Loans to be made on such date), the
2022


 




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Incremental Term B Loan Commitments of each Lender
as of the 2022 Incremental Amendment Effective Date will terminate.


 


(b)              
The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided
that (i)(i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and
(ii)(ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any
concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11 and any Cash Collateralization of Letters
of Credit in accordance with Section 2.05(j) or (k), (A) the Revolving Facility Credit Exposure of such Class (excluding
any Cash Collateralized Letter of Credit) would exceed the total Revolving Facility Commitments of such Class, or (B) the Euro Borrower
Sublimit would exceed the amount of the total Revolving Facility Commitments.


 


(c)              
The Borrower shall notify the Administrative Agent by delivery of a Prepayment Notice of any election to terminate or reduce the
Revolving Facility Commitments of any Class under paragraph (b) of this Section 2.08 not later than 12:00 noon, New York City time,
three Business Days before the proposed effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any Prepayment Notice, the Administrative Agent shall advise the applicable Lenders of the contents
thereof. Each Prepayment Notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that
any such notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions,
in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments
of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.


 


Section 2.09       
Repayment of Loans; Evidence of Debt. (a)(a) Each of the Borrower and the Euro Borrower hereby unconditionally promises
to pay (i)(i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each
Revolving Facility Loan to the Borrower or the Euro Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility
Loans, (ii)(ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of
such Lender as provided in Section 2.10 and (iii)(iii) to the Swingline Lender the then unpaid principal amount of each Swingline
Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and
the date that is ten Business Days after such Swingline Loan is made; provided that on each date that a Revolving Facility Borrowing
is made by the Borrower or the Euro Borrower, the Borrower or the Euro Borrower shall repay all Swingline Loans made to the Borrower or
the Euro Borrower that are then outstanding. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the
Euro Borrower will not be liable for an amount in excess of the Loan Obligations directly incurred hereunder by the Euro Borrower.


 




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


 


(c)              
The Administrative Agent shall maintain the Register pursuant to Section 9.04(b)(iv), and a subaccount therein for each
Lender, in which it shall record (i)(i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period
(if any) applicable thereto, (ii)(ii) the amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii)(iii) any amount received by the Administrative Agent hereunder for the account of the
Lenders and each Lender’s share thereof.


 


(d)              
The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 shall be prima
facie evidence and the entries in the Register shall be conclusive evidence absent manifest error of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain the Register or such
accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the
terms of this Agreement.


 


(e)              
Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the
Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in
a form reasonably approved by the Administrative Agent and reasonably acceptable to the Borrower, which promissory note shall be substantially
in the form of (x) Exhibit J-1 in the case of a Note evidencing Indebtedness of the Borrower under the Term Loan of such Lender and (y)
Exhibit J-2 in the case of a Note evidencing Indebtedness of the Borrower under the Revolving Facility Commitment of such Lender. Thereafter,
unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the
payee named therein and its registered assigns.


 


Section 2.10       
Repayment of Term Loans and Revolving Facility Loans. (a)(a) Subject to the other clauses of this Section 2.10
and to Section 9.08(e),


 


(i)                
The Borrower shall repay (x) Initial Term B Loans incurred on the Closing Date on the last Business Day of each March, June, September
and December of each year (commencing on March 31, 2021) and on the applicable Initial Term B Facility Maturity Date (each such date being
referred to as a “Initial Term B Loan Installment Date”), in an aggregate principal amount of such Initial Term B Loans
equal to (A) in the case of quarterly payments due prior to the applicable Initial Term B Facility Maturity Date, an amount equal to 0.25%
of the aggregate principal amount of such Initial Term B Loans outstanding immediately after the Closing Date, and (B) in the case of
such payment due on the applicable Initial Term B Facility Maturity Date, an amount equal to the then unpaid principal amount of such
Initial Term B Loans outstanding and (y) the 2022 Incremental Term B Loans incurred on the 2022 Incremental Amendment Effective Date on
the last Business Day of each March, June, September and December of each year (commencing on June 30, 2022) and on the applicable Initial
Term B Facility Maturity


 




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Date (each such date
being referred to as a “2022 Incremental Term B Loan Installment Date”), in an aggregate principal amount of such 2022
Incremental Term B Loans equal to (A) in the case of quarterly payments due prior to the applicable Initial Term B Facility Maturity Date,
an amount equal to 0.25% of the aggregate principal amount of such 2022 Incremental Term B Loans outstanding immediately after the 2022
Incremental Amendment Effective Date, and (B) in the case of such payment due on the applicable Initial Term B Facility Maturity Date,
an amount equal to the then unpaid principal amount of such 2022 Incremental Term B Loans outstanding;


 


(ii)             
in the event that any Incremental Term Loans are made, the Borrower shall repay such Incremental Term Loans on the dates and in
the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term
Loan Installment Date”); and


 


(iii)           
to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date.


 


(b)              
To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility
Maturity Date, or, if any such date is not a Business Day, on the next preceding Business Day.


 


(c)              
Prepayment of the Loans from:


 


(i)                
all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated
to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce the scheduled
amortization payments under such clause as directed by the Borrower and in absence of such direction, in direct order of the amounts due
on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such
Classes; provided that any Lender, at its option, may elect to decline any such prepayment of any Term Loan (other than any Net
Proceeds of the type described in clause (b) of the definition thereof and any Permitted Refinancing Indebtedness) held by it if it shall
give written notice to the Administrative Agent thereof by 5:00 p.m. New York City time at least two Business Days prior to the date of
such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would
otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”)
shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement and which amounts shall build
the Cumulative Credit (such amounts, the “Retained Declined Proceeds”), and


 


(ii)             
any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of
the Term Loans under the applicable Class or Classes as the Borrower may in each case direct (and, absent such direction, in direct order
of maturity).


 


(d)              
Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied (i) pro rata to the Term
Loans or Other Term Loans (if any) in direct order of


 




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maturity, or (ii) as otherwise
directed by the Borrower. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or
Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic
means by delivery of a Prepayment Notice to the Agent) of such selection not later than 12:00 noon, New York City time, (i) in the case
any ABR Borrowing, in the case of any voluntary prepayment of Loans pursuant to Section 2.11(a), (b) or (c), on the
scheduled date of such prepayment, (ii) in the case of a Eurocurrency Borrowing or Term SOFR Borrowing denominated in Dollars, at least
three Business Days before the scheduled date of such prepayment, and (ii) in the case of any Eurocurrency Borrowing denominated in an
Alternative Currency, at least four Business Days before the scheduled date of such prepayment (or, such shorter period acceptable to
the Administrative Agent); provided, that notice of prepayment of any Swingline Loan may be provided not later than 1:00 p.m.,
New York City time, on the scheduled date of such prepayment, provided, further that a notice of prepayment may state that
such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions,
in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall
be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable
share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class
at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All
repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).


 


Section 2.11       
Prepayment of Loans. (a)(a) The Borrower shall have the right at any time and from time to time to prepay any Loan
in whole or in part, without premium or penalty (but subject to Section 2.12(d) and Section 2.16), in an aggregate principal
amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding,
subject to prior notice in accordance with Section 2.10(d).


 


(b)              
The Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with clauses (c) and
(d) of Section 2.10. Notwithstanding the foregoing, the Borrower may use a portion of such Net Proceeds (other than any Net Proceeds
of the type described in clause (b) of the definition thereof) to prepay or repurchase any Other First Lien Debt, in each case in an amount
not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, (A) the numerator of which is the outstanding principal
amount of such Other First Lien Debt and (B) the denominator of which is the sum of the outstanding principal amount of such Other First
Lien Debt and the outstanding principal amount of all Classes of Term Loans.


 


(c)              
Not later than five (5) Business Days after the date on which the annual financial statements are, or are required to be,
delivered under Section 5.04(a) (the “ECF Date”) with respect to each Excess Cash Flow Period, the Borrower
shall calculate Excess Cash Flow for such Excess Cash Flow Period and the Borrower shall apply an amount (the “ECF Payment Amount”)
equal to:


 




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(i)                
the amount by which the Required Percentage of such Excess Cash Flow exceeds $15,000,000 (the “ECF Threshold Amount”),
minus


 


(ii)             
to the extent not financed using the proceeds of the incurrence of funded term Indebtedness, the sum of (without duplication):


 


(A)            
the amount of any voluntary payments during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted
under this clause (A), the amount of any voluntary payments after the end of such Excess Cash Flow Period but before the date of prepayment
under this clause (c)) of (x) Term Loans (it being understood that the amount of any such payment constituting a below-par Permitted Loan
Purchase shall be calculated to equal the amount of cash used and not the principal amount deemed prepaid therewith) and (y) Other First
Lien Debt (provided that in the case of the prepayment of any revolving Indebtedness, there was a corresponding reduction in commitments)
in each case, except to the extent funded with long term Indebtedness (other than revolving Indebtedness),


 


(B)             
the amount of any permanent voluntary reductions during such Excess Cash Flow Period (plus, without duplication of any amounts
previously deducted under this clause (B), the amount of any permanent voluntary reductions after the end of such Excess Cash Flow Period
but before the date of prepayment under this Section 2.11(c)) of Revolving Facility Commitments to the extent that an equal amount
of Revolving Facility Loans was simultaneously repaid,


 


(C)             
the amount of any mandatory prepayments (other than those required due to the incurrence of Indebtedness (other than revolving
Indebtedness)) during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (C),
the amount of any mandatory prepayments after the end of such Excess Cash Flow Period but before the date of prepayment under this clause
(c)) of (x) Term Loans and (y) Other First Lien Debt (other than any prepayment of any revolving Indebtedness),


 


(D)            
the amount of permitted Restricted Debt Payments (excluding Restricted Debt Payments made pursuant to Section 6.09(b)(i)(E) (unless
made pursuant to clause (a) of the definition of Cumulative Credit)) paid in cash by the Borrower during such Excess Cash Flow Period
(or, at the option of the Borrower, after the end of a Fiscal Year but before the date on which payment under this Section 2.11(c) is
due) or permitted Restricted Debt Payments that the Borrower or any Subsidiary shall, during such Excess Cash Flow Period, become obligated
to make in cash or have made in cash or otherwise have anticipated or committed to make in cash during such Excess Cash Flow Period or
the period of four consecutive fiscal quarters of the Borrower following the end of such


 




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Excess Cash Flow Period
with respect thereto, in each case in accordance with Section 6.09(b),


 


(E)             
(i) the amount of Capital Expenditures made during such Excess Cash Flow Period (or, at the option of the Borrower, after the end
of a Fiscal Year but before the date on which payment under this Section 2.11(c) is due) that are paid in cash and (ii) the aggregate
consideration paid in cash during the Excess Cash Flow Period (or, at the option of the Borrower, after the end of a Fiscal Year but before
the date on which payment under this Section 2.11(c) is due) in respect of Permitted Business Acquisitions and other Investments
permitted hereunder (excluding Permitted Investments, intercompany Investments in Subsidiaries and any Investments made pursuant to Section
6.04(hh) (unless made pursuant to clause (a) of the definition of Cumulative Credit)),


 


(F)             
Capital Expenditures, Permitted Business Acquisitions, or other permitted Investments (excluding Permitted Investments and intercompany
Investments in Subsidiaries and any Investments made pursuant to Section 6.04(hh) (unless made pursuant to clause (a) of the definition
of Cumulative Credit)), that the Borrower or any Subsidiary shall, during such Excess Cash Flow Period, become obligated to make, in each
case in cash, or have made in cash or otherwise have anticipated, committed to make during such Excess Cash Flow Period or the period
of four (4) consecutive fiscal quarters of the Borrower following the end of such Excess Cash Flow Period with respect thereto; provided
that any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period,


 


(G)            
The amount of permitted Restricted Payments (excluding Restricted Payments made pursuant to Section 6.06(e) (unless made
pursuant to clause (a) of the definition of Cumulative Credit)) paid in cash by the Borrower during such Excess Cash Flow Period (or,
at the option of the Borrower, after the end of a Fiscal Year but before the date on which payment under this Section 2.11(c) is
due) and permitted Restricted Payments paid by any Subsidiary to any Person other than the Borrower or any of its Subsidiaries during
such Excess Cash Flow Period (or, at the option of the Borrower, after the end of a Fiscal Year but before the date on which payment under
this Section 2.11(c) is due), or permitted Restricted Payments that the Borrower or any Subsidiary shall, during such Excess Cash
Flow Period, become obligated to make in cash or have made in cash or otherwise have anticipated or committed to make in cash during such
Excess Cash Flow Period or the period of four consecutive fiscal quarters of the Borrower following the end of such Excess Cash Flow Period
with respect thereto, in each case in accordance with Section 6.06,


 


provided, that
(1) any amounts set forth in clauses (A) through (G) above may be applied to any subsequent Fiscal Year(s) to the extent the aggregate


 




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of such amounts exceeds
the amount required to reduce to zero, with respect to any given fiscal year, the Excess Cash Flow payment otherwise required above (including
after giving effect to the ECF Threshold Amount and carry-forwards of any such excess amounts from prior years) for such Fiscal Year and
(2) the ECF Payment Amount shall be increased on a dollar-for-dollar basis by the amount of any Capital Expenditures, Permitted Business
Acquisitions, or other permitted Investments referred to in clause (F) above or permitted payments in cash referred to above in clauses
(D) and (G) above that are committed or anticipated to be made during such Excess Cash Flow Period or the period of four consecutive fiscal
quarters of the Borrower following the end of such Excess Cash Flow Period with respect thereto, to the extent not so made during such
Excess Cash Flow Period or four fiscal quarter period (in each case solely to the extent such amounts originally reduced the ECF Payment
Amount pursuant to clause (D), (F) or (G) above, as applicable), with such dollar-for-dollar increase occurring during the Excess Cash
Flow Period in which such applicable Excess Cash Flow Period or four fiscal quarter period referenced above expired without such cash
payment being made.


 


Such calculation will be set forth in a Compliance
Certificate delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such Fiscal Year, the amount
of any required prepayment in respect thereof and the calculation thereof in reasonable detail.


 


(d)              
Notwithstanding any other provisions of this Section 2.11 to the contrary, (i)(i) to the extent that any Net Proceeds
of any Asset Sale by a Subsidiary or Excess Cash Flow attributable to a Subsidiary would otherwise be required to be applied pursuant
to Section 2.11(b) or Section 2.11(c) but is prohibited, restricted or delayed by applicable local law from being repatriated
to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term
Loans or Other First Lien Debt at the times provided in Section 2.11(b) or Section 2.11(c) but may be retained by the applicable
Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation to the United States, and once such
repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will
be effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly applied (net of additional Taxes payable or reserved
against as a result thereof including, without duplication, any repatriation costs associated with repatriation of such proceeds from
the applicable recipient to the Borrower) to the repayment of the Term Loans or Other First Lien Debt pursuant to Section 2.11(b)
or Section 2.11(c), to the extent provided therein, (ii)(ii) to the extent that the Borrower has determined in good faith
that repatriation of any or all of such Net Proceeds or Excess Cash Flow that would otherwise be required to be applied pursuant to Section
2.11(b) or Section 2.11(c) would have a material adverse Tax consequence with respect to such Net Proceeds or Excess Cash Flow,
the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Subsidiary (the Borrower hereby agreeing to cause the
applicable Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of such Subsidiary
that are reasonably required to eliminate such Tax effects), (iii)(iii) to the extent that the Borrower has determined in good faith
based on the advice of counsel that the repatriation of any or all of such Net Proceeds or Excess Cash Flow would give rise to a risk
of liability for the directors of a Subsidiary, such Subsidiary may


 




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retain the Net Proceeds or Excess
Cash Flow and (iv)(iv) prepayments from Excess Cash Flow shall be made net of Taxes payable or reserved against as a result of the
repatriation of funds from such Subsidiaries to the Borrower.


 


(e)              
In the event that the aggregate amount of Revolving Facility Credit Exposure of any Class exceeds the total Revolving Facility
Commitments of such Class, the Borrower shall prepay Revolving Facility Borrowings or Swingline Borrowings of such Class (or, if no such
Borrowings are outstanding, provide Cash Collateral in respect of outstanding Letters of Credit pursuant to Section 2.05(j)) in
an aggregate amount equal to such excess.


 


(f)               
In the event that the Revolving L/C Exposure exceeds the Letter of Credit Sublimit, at the request of the Administrative Agent,
the Borrower shall provide Cash Collateral pursuant to Section 2.05(j) in an aggregate amount equal to such excess.


 


Section 2.12       
Fees(A). (a)(a) The Borrower agrees to pay to each Initial Revolving Facility Lender (other than any Defaulting Lender),
through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year and on
the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee in Dollars
(a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender in respect of
the Initial Revolving Facility during the preceding quarter (or other period commencing with the Closing Date or ending with the date
on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee accrued up to
the last Business Day of each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number
of days elapsed in a year of 360 days. For purposes of calculating any Initial Revolving Facility Lender’s Commitment Fee, the outstanding
Swingline Loans during the period for which such Initial Revolving Facility Lender’s Commitment Fee is calculated shall be deemed
to be zero. The Commitment Fee due to each Initial Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease
to accrue on the date on which the last of the Initial Revolving Facility Commitments of such Lender shall be terminated as provided herein.


 


(b)              
The Borrower from time to time agrees to pay (i)(i) to each Revolving Facility Lender of each Class (other than any Defaulting
Lender), through the Administrative Agent, on a date no later than the first Business Day after the last day of March, June, September
and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided
herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily
aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during
the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date
on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for
Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period accrued up to the last Business Day of
each March, June, September and December, and (ii)(ii) to each Issuing Bank, for its own account (x) on the date that is the first
Business Day after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments
of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period
from and including the date of issuance of


 




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such Letter of Credit to and
including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily amount of such Letter of
Credit on a quarterly basis in arrears, plus (y) in connection with the
issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary
and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees
that are payable on a per annum basis shall be computed on the basis of the actual
number of days elapsed in a year of 360 days.


 


(c)              
The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the administration fee in
respect of the Facilities as set forth in the Administrative Agent Fee Letter, as may be amended, restated, supplemented or otherwise
modified from time to time, at the times specified therein (the “Administrative Agent Fees”).


 


(d)              
In the event that, (i) on or prior to the date that is six (6) months after the Closing Date, the Borrower shall (x)(x) make
(A) a voluntary prepayment of the Initial Term B Loans (which shall include prepayments pursuant to the yank-a-bank provisions) pursuant
to Section 2.11(a) or (B) a mandatory prepayment of Net Proceeds under clause (b) of the definition thereof pursuant to
Section 2.11(b), in each case with the proceeds of any new or replacement tranche of long-term secured term loans denominated in
Dollars that are broadly syndicated to banks and other institutional investors in financings similar to the Initial Term B Loans and have
an Applicable Margin that is less than the Applicable Margin of such Initial Term B Loans (other than, for the avoidance of doubt, with
respect to securitizations) or (y)(y) effect any amendment to this Agreement which reduces the Applicable Margin of the Initial Term B
Loans and, in either case of clause (x) or (y), where the primary purpose (as determined in good faith by the Borrower) of such prepayment
or amendment is to reduce the Applicable Margin of the Initial Term B Loans (any such transaction, a “Repricing Transaction”),
the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term B Facility Lenders,
a prepayment premium of 1% of the aggregate principal amount of the Initial Term B Loans so prepaid, exchanged or amended; provided
that in no event shall any such fee be payable if the Repricing Transaction is consummated in connection with a Change in Control, Qualified
IPO, Material Acquisition, Material Disposition, Transformative Transaction, dividend recapitalization or transaction resulting in an
upsizing of the Initial Term B Facility. Such amounts shall be due and payable on the date of such prepayment or the effective date of
such amendment, as the case may be and (ii) on or prior to the date that is six (6) months after the 2022 Incremental Amendment Effective
Date, the Borrower shall (x)(x) make (A) a voluntary prepayment of the 2022 Incremental Term B Loans (which shall include prepayments
pursuant to the yank-a-bank provisions) pursuant to Section 2.11(a) or (B) a mandatory prepayment of Net Proceeds under clause
(b) of the definition thereof pursuant to Section 2.11(b), in each case with the proceeds of any new or replacement tranche
of long-term secured term loans denominated in Dollars that are broadly syndicated to banks and other institutional investors in financings
similar to the 2022 Incremental Term B Loans and have an Applicable Margin that is less than the Applicable Margin of such 2022 Incremental
Term B Loans (other than, for the avoidance of doubt, with respect to securitizations) or (y)(y) effect any amendment to this Agreement
which reduces the Applicable Margin of the 2022 Incremental Term B Loans and, in either case of clause (x) or (y), where the primary purpose
(as determined in good faith by the Borrower) of such prepayment or amendment is to reduce the Applicable Margin of the 2022 Incremental
Term B Loans (any such transaction, a “Repricing Transaction”), the Borrower shall pay to the Administrative Agent,
for the ratable account of each


 




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of the applicable 2022 Incremental
Term B Facility Lenders, a prepayment premium of 1% of the aggregate principal amount of the 2022 Incremental Term B Loans so prepaid,
exchanged or amended; provided that in no event shall any such fee be payable if the Repricing Transaction is consummated in connection
with a Change in Control, Qualified IPO, Material Acquisition, Material Disposition, Transformative Transaction, dividend recapitalization
or transaction resulting in an upsizing of the 2022 Incremental Term B Facility. Such amounts shall be due and payable on the date of
such prepayment or the effective date of such amendment, as the case may be.


 


(e)              
All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none
of the Fees shall be refundable under any circumstances.


 


Section 2.13             
Interest. (a)(a) The Loans comprising each ABR Borrowing (including each Dollar Swingline Loan) shall bear interest
at the ABR plus the Applicable Margin.


 


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


 


(c)              
Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding clauses of this Section 2.13 or (ii) in the case of any other overdue amount,
2% plus the rate applicable to ABR Loans as provided in clause (a) of this Section; provided that this clause (c) shall not apply
to any Event of Default that has been waived by the Lenders pursuant to Section 9.08; provided, further, that no
amount shall be payable under to this Section 2.13(c) to any Defaulting Lender.


 


(d)              
Accrued interest on each Loan shall be payable in arrears (i)(i) on each Interest Payment Date for such Loan, (ii)(ii) in
the case of Revolving Facility Loans, upon termination of the applicable Revolving Facility Commitments and (iii)(iii) in the case
of the Term Loans, on the applicable Term Facility Maturity Date; provided that (A) interest accrued pursuant to clause (c)
of this Section 2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment
of a Revolving Facility Loan that is an ABR Loan that is not made in conjunction with a permanent commitment reduction), accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion
of any Eurocurrency Loan or Term SOFR Loan, as applicable, prior to the end of the current Interest Period therefor, accrued interest
on such Loan shall be payable on the effective date of such conversion.


 


(e)              
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year),
and


 




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in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR, Adjusted LIBO Rate, LIBO
Rate or Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section 2.14       
Alternate Rate of Interest.


 


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


 


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


 


(ii)             
the administrator of the Screen Rate for an Applicable Currency or a Governmental Authority having jurisdiction over the Administrative
Agent or such administrator has made a public statement identifying a specific date after which (x) the Applicable Reference Rate for
an Applicable Currency or the Screen Rate for an Applicable Currency shall no longer be made available, or used for determining the interest
rate of loans denominated in such Applicable Currency or (y) the administrator of the Screen Rate for an Applicable Currency will be insolvent,
provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative
Agent, that will continue to provide the Applicable Reference Rate for such Applicable Currency after such specific date (such specific
date, the “Scheduled Unavailability Date”); or


 


(iii)           
the administrator of the Screen Rate for an Applicable Currency or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement announcing that all Interest Periods and other tenors of the Applicable Reference Rate for an Applicable
Currency are no longer representative; or


 


(iv)            
syndicated loans currently being executed, or that include language similar to that contained in this Section 2.14, are
being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Applicable Reference Rate
for an Applicable Currency;


 


then, in the case of clauses (i) - (iii) above, on a date and time
determined by the Administrative Agent (any such date, the “Replacement Date”), which date shall be at the end of an
Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur reasonably promptly upon
the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above,
no later than the Scheduled Unavailability Date,


 




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(A)            
the Applicable Reference Rate for Dollars will be replaced hereunder and under any Loan Document with, subject to the proviso below,
the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by
the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or
any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment,
the “Pre-Adjustment Successor Rate”): (x) Term SOFR plus the Related Adjustment; and (y) SOFR plus the
Related Adjustment;


 


and in the case of clause (iv)
above, the Borrower and Administrative Agent may amend this Agreement solely for the purpose of replacing the Applicable Reference Rate
for Dollars under this Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate”
and such amendment will become effective at 5:00 p.m., on the fifth Business Day  after the Administrative Agent shall have notified
all Lenders and the Borrower of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Lenders
comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the implementation
of a LIBOR Successor Rate pursuant to such clause;


 


provided that, if the
Administrative Agent determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would
have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that
the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Borrower and each Lender of such
availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest
calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall
be Term SOFR and the LIBOR Successor Rate shall  be Term SOFR plus the relevant Related Adjustment; and


 


(B)             
with respect to any Applicable Currency other than Dollars, the Administrative Agent and the Borrower may amend this Agreement
solely for the purpose of replacing the LIBO Rate for the Applicable Currency in accordance with this Section 2.14 with another alternate
benchmark rate giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated
in the U.S. and denominated in the Applicable Currency for such alternative benchmarks and, in each case, including any mathematical or
other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar syndicated credit
facilities syndicated in the U.S. and denominated in the Applicable Currency for such benchmarks, each of which adjustments or methods
for calculating such adjustments shall be published on one or more information services as selected by the Administrative Agent from time
to time in its reasonable discretion and may be periodically updated (each, an “Adjustment;” and any such proposed rate, an
“Applicable Successor Rate” and together with the LIBOR Successor Rate, a “Successor Rate”), and any such
amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed
amendment to all Lenders


 




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and the Borrower unless,
prior to such time, Lenders comprising the Required Revolving Facility Lenders have delivered to the Administrative Agent written notice
that such Required Revolving Facility Lenders object to such amendment. If no Applicable Successor Rate has been determined for the Applicable
Currency and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative
Agent will promptly so notify the Borrower and each Lender.


 


The Administrative Agent will
promptly (in one or more notices) notify the Borrower and each Lender of (x) any occurrence of any of the events, periods or circumstances
under clauses (i) through (iii) above, (y) a Replacement Date and (z) the Successor Rate. Any Successor Rate shall be applied in a manner
consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative
Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


Notwithstanding anything else
herein, if at any time any Successor Rate as so determined would otherwise be less than (x) in the case of the Term Loans, 0.75%, the
Successor Rate will be deemed to be 0.75% and (y) in all other cases, 0.00%, the Successor Rate will be deemed to be 0.00% for purposes
of this Agreement and the other Loan Documents.


 


In connection with the implementation
of a Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will
become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any
such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to
the Borrower and the Lenders reasonably promptly after such amendment becomes effective. If the events or circumstances of the type described
in Section 2.14(a)(i) - (iii) have occurred with respect to the Successor Rate then in effect, then the successor rate thereto
shall be determined in accordance with the definition of “Successor Rate.”


 


(b)              
Notwithstanding anything to the contrary herein, (i) after any such determination by the Administrative Agent or receipt by the
Administrative Agent of any such notice described under Section 2.14(a)(i) – (iii) with respect to an Applicable Reference
Rate for an Applicable Currency, as applicable, if the Administrative Agent determines that a Successor Rate is not available (or in the
case of the LIBOR Successor Rate, none of the LIBOR Successor Rates are available) on or prior to the Replacement Date, (ii) if the events
or circumstances described in Section 2.14(a)(iv) have occurred with respect to an Applicable Reference Rate for an Applicable
Currency but a Successor Rate is not available (or in the case of the LIBOR Successor Rate, none of the LIBOR Successor Rates are available),
or (iii) if the events or circumstances of the type described in Section 2.14(a)(i) – (iii) have occurred with respect to
the Successor Rate then in effect for an Applicable Currency and the Administrative Agent determines that the Successor Rate is not available
(or in the case of the LIBOR Successor Rate, none of the LIBOR Successor Rates are available), then in each case, the Administrative Agent
and the Borrower may amend


 




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this Agreement solely for the
purpose of replacing the Applicable Reference Rate for the Applicable Currency or any then current Successor Rate for such Applicable
Currency at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, in
accordance with this Section 2.14 with another alternate benchmark rate giving due consideration to any evolving or then existing
convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including
any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or
then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method
for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time
in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall
constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative
Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required
Lenders (or in the case of an Alternative Currency the Required Revolving Facility Lenders) have delivered to the Administrative Agent
written notice that such Required Lenders (or in the case of an Alternative Currency, the Required Revolving Facility Lenders) object
to such amendment.


 


(c)              
If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no Successor Rate
for an Applicable Currency has been determined in accordance with clauses (a) or (b) of this Section 2.14 and the circumstances
under clauses (a)(i) or (a)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent
will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans
in each such Applicable Currency shall be suspended, (to the extent of the affected Eurocurrency Loans, Interest Periods, interest payment
dates or payment periods), and (y) the Eurocurrency component shall no longer be utilized in determining ABR, until the Successor Rate
has been determined in accordance with clauses (a) or (b). Upon receipt of such notice, (i) the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurocurrency Loans in each such affected Applicable Currency (to the extent of the
affected Eurocurrency Loans, Interest Periods, interest payment dates or payment periods) or, failing that, will be deemed to have converted
such request into a request for a Committed Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein
and (ii) any outstanding affected Eurocurrency Loans denominated in an Alternative Currency shall be prepaid at the end of the applicable
Interest Period in full.


 


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


 


(i)        adequate
and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without
limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to
be temporary; or


 




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(ii)        CME
or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement
identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate
shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated
loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory
to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date
on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently
or indefinitely, the “Term SOFR Scheduled Unavailability Date”);


 


then, on a date and
time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be
at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect
to clause (ii) above, no later than the Term SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan
Document with Daily Simple SOFR plus the Related Adjustment for any payment period for interest calculated that can be determined by the
Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any
other Loan Document (the “Term SOFR Successor Rate).


 


If the Term SOFR Successor
Rate is Daily Simple SOFR plus the Related Adjustment, all interest payments will be payable on a quarterly basis.


 


(iii)       Notwithstanding
anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the
Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 2.14(d)(i) or (ii) have occurred with
respect to the Term SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement
solely for the purpose of replacing Term SOFR or any then current Term SOFR Successor Rate in accordance with this Section 2.14(d) at
the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative
benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities
syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments
to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities
syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published
on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically
updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Term SOFR Successor Rate”.
Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such
proposed amendment to all Lenders and the Borrower unless, prior


 




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to such time, Lenders
comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.


 


The Administrative
Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Term SOFR Successor Rate.


 


Any Term SOFR Successor
Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively
feasible for the Administrative Agent, such Term SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by
the Administrative Agent.


 


Notwithstanding anything
else herein, if at any time any Term SOFR Successor Rate as so determined would otherwise be less than 0.75%, the Term SOFR Successor
Rate will be deemed to be 0.75% for the purposes of this Agreement and the other Loan Documents.


 


In connection with
the implementation of a Term SOFR Successor Rate, the Administrative Agent will have the right to make Term SOFR Successor Rate Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such Term SOFR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this
Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing
such Term SOFR Successor Rate Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 


Section 2.15       
Increased Costs. (a)(a) If any Change in Law shall:


 


(i)                
impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or Term SOFR) or
Issuing Bank; or


 


(ii)             
subject any Lender to any Tax with respect to any Loan Document (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(ii) through (v) of the definition of Excluded Taxes and (C) Connection Income Taxes; or


 


(iii)           
impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurocurrency
Loans or Term SOFR 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 Lender of making or maintaining any Eurocurrency Loan or Term SOFR Loan (or of maintaining its obligation
to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of
Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest
or otherwise), then the Borrower will pay (or cause the Euro Borrower to pay) to such Lender or Issuing Bank, as applicable, such additional
amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.


 




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


 


(c)              
A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing
Bank or its holding company, as applicable, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Borrower
and shall be conclusive absent manifest error; provided that any such certificate claiming amounts described in clause (x) or (y)
of the definition of “Change in Law” shall, in addition, state the basis upon which such amount has been calculated and certify
that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation is not inconsistent
with its treatment of other borrowers which, as a credit matter, are similarly situated to the Borrower and which are subject to similar
provisions. The Borrower shall pay (or cause the Euro Borrower to pay) such Lender or Issuing Bank, as applicable, the amount shown as
due on any such certificate within 10 days after receipt thereof.


 


(d)              
Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to
this Section 2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay on the part of any Lender or
Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or Issuing
Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing
Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior to the date that such
Lender or Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and
of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended
to include the period of retroactive effect thereof.


 


Section 2.16       
Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Term SOFR Loan other
than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any
Eurocurrency Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow (other
than due to the default of the relevant Lender or with respect to Borrowings that are expressly stated to be contingent on certain transactions),
convert, continue or prepay any Eurocurrency Loan or Term SOFR Loan on the date specified in any notice delivered pursuant hereto or (d)
the assignment of any Eurocurrency Loan or Term SOFR Loan other than


 




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on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, upon the request of the affected
Lender, the Borrower shall compensate (or cause the Euro Borrower to compensate) each Lender for the loss, cost and expense attributable
to such event. In the case of a Eurocurrency Loan or Term SOFR Loan, such loss, cost or expense to any Lender shall be deemed to be the
amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if
any, of (i)(i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at
the LIBO Rate or Term SOFR that would have been applicable to such Loan, for the period from the date of such event to the last day of
the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurocurrency Loan or Term SOFR
Loan, for the period that would have been the Interest Period for such Loan), over (ii)(ii) the amount of interest that would accrue
on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.


 


Section 2.17       
Taxes. (a)(a) Any and all payments made by or on behalf of a Loan Party under this Agreement or any other Loan Document
shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except as required by any applicable
Requirement of Law; provided that if the applicable Withholding Agent shall be required by any applicable Requirement of Law to
deduct or withhold any Taxes from such payments, then (i)(i) the applicable Withholding Agent shall make such deductions or withholdings
as are reasonably determined by the applicable Withholding Agent to be required by any applicable Requirement of Law, (ii)(ii) the
applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time
allowed and in accordance with applicable Requirement of Law, and (iii)(iii) to the extent withholding or deduction is required to
be made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after all
required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under
this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or
withholdings been made. Whenever any Indemnified Taxes are paid by a Loan Party, as soon as practicable but in no event later than thirty
(30) days thereafter, such Loan Party shall send to the Administrative Agent for its own account or for the account of a Lender, as the
case may be, an original or certified copy of an official receipt (or other evidence acceptable to the Administrative Agent or such Lender,
acting reasonably) received by the Loan Party showing payment thereof. Without duplication, after any payment of Taxes by the Administrative
Agent to a Governmental Authority as provided in this Section 2.17, the Administrative Agent shall deliver to the Borrower a copy
of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by applicable Requirements of
Law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the
case may be.


 




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(b)              
The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the
option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(c)              
The Borrower shall indemnify each Recipient within 30 days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes imposed on such Recipient, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 2.17), and any reasonable out-of-pocket expenses arising therefrom or with
respect thereto (other than interest, penalties or other expenses attributable to the failure or delay by the Recipient to make such written
demand to the Borrower within 180 days of becoming aware that such Taxes subject to indemnification under this Section 2.17(c) have been
levied, imposed or asserted against it), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
or by the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.


 


(d)              
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand
therefor, for (i)(i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii)(ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of
a Participant Register and (iii)(iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent
under this paragraph (d).


 


(e)              
Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably
requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any
payments made hereunder or under any other Loan Document are subject to withholding of Taxes, (B) if applicable, the required rate of
withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, any such withholding
of Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise to establish
such Lender’s status for withholding Tax purposes in the applicable jurisdiction. In addition, any Lender, if 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 and to satisfy any such


 




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requirements. Notwithstanding
anything to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections
2.17 (f)(i)(A) through (f)(i)(C), Section 2.17(f)(ii) and Section 2.17(g) 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.


 


(f)               
Without limiting the generality of Section 2.17(e), each Foreign Lender with respect to any Loan made to the Borrower shall,
to the extent it is legally eligible to do so:


 


(i)                
deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Foreign Lender become a Lender under
this Agreement, two copies of (A)(A) in the case of a Foreign Lender claiming exemption from U.S. federal withholding Tax under Section
871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8BEN or W-8BEN-E, as applicable,
(or any applicable successor form) together with a certificate (substantially in the form of Exhibit F-1, F-2, F-3 or F-4 hereto,
each such certificate, a “Non-Bank Tax Certificate”) certifying that such Foreign Lender is not a bank for purposes
of Section 881(c) of the Code, is not a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Code)
of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code),
in each case properly completed and duly executed by such Foreign Lender, (B)(B) IRS Form W-8BEN or W-8BEN-E, as applicable, or Form
W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Foreign Lender claiming complete
exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, (C)(C) IRS Form
W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above, in
each case properly completed and duly executed by such Foreign Lender; provided that if the Foreign Lender is a partnership, and
one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Foreign Lender
on behalf of such partners) or (D)(D) 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


 


(ii)             
deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor
form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time
thereafter if reasonably requested by the Borrower or the Administrative Agent.


 


Any Foreign Lender that becomes
legally ineligible to update any form or certification previously delivered shall promptly notify the Borrower and the Administrative
Agent in writing of such Foreign Lender’s inability to do so.


 




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Each person that shall become
a Participant pursuant to Section 9.04 or a Lender pursuant to Section 9.04 shall, upon the effectiveness of the related
transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(f); provided that a
Participant shall furnish all such required forms and statements to the person from which the related participation shall have been purchased.


 


In addition, each Agent shall
deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first
date on or after the date on which such Agent becomes a successor Administrative Agent pursuant to Section 8.09 on which payment
by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 , W-8ECI, W8IMY or any other
appropriate IRS Form certifying its exemption from U.S. federal backup withholding or such other properly completed and executed documentation
prescribed by applicable law certifying its entitlement to an available exemption from applicable U.S. federal withholding Taxes in respect
of any payments to be made to such Agent by any Loan Party pursuant to any Loan Document and (y) on or before the date on which any such
previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the
most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two
further copies of such documentation.


 


(g)              
Each Lender that is not a Foreign Lender shall deliver to the Borrower (x) prior to the date on which the first payment by the
Borrower is due hereunder two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. federal backup
withholding or such other properly completed and executed documentation prescribed by applicable law certifying its entitlement to an
available exemption from applicable U.S. federal withholding Taxes in respect of any payments to be made to such Lender by any Loan Party
pursuant to any Loan Document and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete
or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower,
and from time to time if reasonably requested by the Borrower, two further copies of such documentation.


 


(h)              
If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has
received a refund of an Indemnified Tax for which a payment has been made by a Loan Party pursuant to this Agreement or any other Loan
Document, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such
payment made by such Loan Party, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Loan Party for such
amount (net of all out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, and without interest other than
any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender or Administrative Agent,
as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after
such reimbursement, in no better or worse position (taking into account expenses or any Taxes imposed on the refund) than it would have
been in if the Indemnified Tax giving rise to such refund had not been imposed in the first instance; provided that the Loan Party, upon
the request of the Lender or the Administrative Agent agrees to repay the amount paid over to the Loan Party (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority, other


 




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than such penalties to the Lender
or the Administrative Agent) in the event the Lender or the Administrative Agent is required to repay such refund to such Governmental
Authority. No Lender nor the Administrative Agent shall be obliged to make available its Tax returns (or any other information relating
to its Taxes that it reasonably deems confidential) to any Loan Party in connection with this clause (h) or any other provision of this
Section 2.17.


 


(i)                
If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender or such Agent 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 or such Agent shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the
Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)
and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower
and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with
such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes
of this Section 2.17(j), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(j)                
The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all
other amounts payable under any Loan Document.


 


For purposes of this Section 2.17, the term “Lender”
includes any Issuing Bank and the Swingline Lender and the terms “applicable law” and “applicable Requirement of Law”
include FATCA.


 


Section 2.18       
Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a)(a) Unless otherwise specified, each of the Borrower
and Euro Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of
L/C Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 11:00 a.m.,
New York City time, on the date when due, in immediately available funds. Each such payment shall be made without condition or deduction
for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent not later than
2:00 p.m., New York City time on the due dates specified therein, except payments to be made directly to the applicable Issuing Bank or
the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16 or 2.17
and 9.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such payments received
by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Except as otherwise expressly
provided herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. All payments made under the Loan Documents shall


 




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be made in Dollars, Euros or the applicable Alternative
Currency. Except as otherwise expressly provided herein, all payments by the Borrower or Euro Borrower
hereunder with respect to principal and interest on Loans denominated in Euros shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Euros and in immediately available
funds not later than 2:00 P.M., local time in New York City on the due dates specified herein. Except as otherwise expressly provided
herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in any other Alternative Currency
shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in such Alternative Currency and in immediately available funds not later than the applicable time specified by the
Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require
that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower or Euro Borrower, as applicable,
is prohibited by any Law from making any required payment hereunder in Euros or an Alternative Currency, as applicable, the Borrower or
Euro Borrower (as applicable) shall make such payment in Dollars in the Dollar Equivalent of the Euro or Alternative Currency payment
amount. Except as expressly otherwise provided herein, the Administrative Agent shall distribute such payments to the applicable Lenders
promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due
and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on
a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate during such extension. Any payment required to be
made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at
or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of
the clearing or settlement system used by the Administrative Agent to make such payment.


 


(b)              
Subject to Section 7.02, if at any time insufficient funds are received by and available to the Administrative Agent from
the Borrower or the Euro Borrower to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from
the Borrower or the Euro Borrower hereunder, such funds shall be applied (i)(i) first, towards payment of interest and fees then
due from the Borrower or the Euro Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, (ii)(ii) second, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements
then due from the Borrower or Euro Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal
and unreimbursed L/C Disbursements then due to such parties, and (iii)(iii) third, towards payment of principal then due from the
Borrower or Euro Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to
such parties.


 


(c)              
If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of, or interest on, any of its Term Loans, Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans of a given


 




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Class resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Facility Loans and participations in L/C
Disbursements and Swingline Loans of such Class and accrued interest thereon than the proportion received by any other Lender entitled
to receive the same proportion of such payment, then the Lender receiving such greater proportion shall purchase participations in the
Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class of such other Lenders to
the extent necessary so that the benefit of all such payments shall be shared by all such Lenders entitled thereto ratably in accordance
with the principal amount of each such Lender’s respective Term Loans, Revolving Facility Loans and participations in L/C Disbursements
and Swingline Loans of such Class and accrued interest thereon; provided that (i)(i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii)(ii) the provisions of this clause (c) shall not be construed
to apply to any payment made by the Borrower or Euro Borrower pursuant to and in accordance with the express terms of this Agreement or
any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in L/C Disbursements and Swingline Loans to any assignee or participant. Each of the Borrower and the Euro Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower or the Euro Borrower (as applicable) rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the Borrower or Euro Borrower (as applicable) in the amount of
such participation.


 


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


 


(e)              
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.05(d) or (e),
2.06 or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid.


 


Section 2.19       
Mitigation Obligations; Replacement of Lenders. (a)(a) If any Lender requests compensation under Section 2.15,
or if the Borrower or Euro Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.17 or any event that gives rise to the operation of Section 2.20, then such


 




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Lender shall, upon request, 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 reasonable judgment of such Lender, such designation or assignment (i)(i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or mitigate the applicability of Section 2.20,
as applicable, in the future and (ii)(ii) would not subject such Lender to any material unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay (or cause the Euro Borrower to
pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)              
If (i)(i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.20, (ii)(ii) the
Borrower or Euro Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, or (iii)(iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate the applicable Commitments of such Lender,
and repay all Loan Obligations of the Borrower and Euro Borrower owing to such Lender relating to the applicable Loans and participations
held by such Lender as of such termination date under one or more Facilities as the Borrower may elect or (y)(y) require any such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its
interests, rights (other than its existing rights to payments owing as of such date pursuant to Sections 2.15, 2.16
and 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that in the case of an assignment pursuant to the preceding clause (y),
(i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility
Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Banks), to the extent consent would be required under Section
9.04(b) for an assignment of Loans or Commitments, as applicable, which consent, in each case, shall not unreasonably be withheld,
delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or Euro Borrower (in the
case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15,
payments required to be made pursuant to Section 2.17 or a notice given under Section 2.20, such assignment will result
in a reduction in such compensation or payments thereafter and (iv) in the case of any such assignment resulting from a notice given under
Section 2.20, such assignment will result in the Borrower or Euro Borrower (as applicable) having access to Eurocurrency Loans
or Term SOFR Loans, as applicable. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have
against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such
assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment,
the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided
that if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance
with Section 9.04 shall not be required to effect such assignment.


 




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(c)              
If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver,
discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with
respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting
Lender grants such consent) at their sole expense (including with respect to the processing and recordation fee referred to in Section
9.04(b)(ii)(B)) to (x) terminate the applicable Commitments of such Lender, and repay all Loan Obligations of the Borrower and Euro
Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under
one or more Facilities as the Borrower may elect or (y)(y) replace such Non-Consenting Lender by requiring such Non-Consenting Lender
to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or,
at the Borrower’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge
or termination) hereunder to one or more assignees reasonably acceptable to (2)(i) the Administrative Agent (unless such assignee
is a Lender, an Affiliate of a Lender or an Approved Fund) and (3)(ii) if in respect of any Revolving Facility Commitment or Revolving
Facility Loan, the Swingline Lender and the Issuing Banks; provided that in the case of an assignment pursuant to the preceding
clause (y): (a) all Loan Obligations of the Borrower or Euro Borrower owing to such Non-Consenting Lender being replaced shall be paid
in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying
to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement
Lender or, at the option of the Borrower, the Borrower shall pay any amount required by Section 2.12(d)(y), if applicable, and
(c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination.
No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately
and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative
Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided that if
such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance
with Section 9.04 shall not be required to effect such assignment.


 


Section 2.20       
Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority
has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make or maintain any Eurocurrency
Loans or Term SOFR Loans then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such
Lender to make or continue Eurocurrency Loans or Term SOFR Loans or to convert ABR Borrowings to Eurocurrency Borrowings or Term SOFR
Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise
to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the
Administrative Agent), convert all Eurocurrency Borrowings or Term SOFR Borrowings of such Lender to ABR Borrowings, either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings or Term SOFR Borrowings
(as applicable) to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so converted.


 




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Section 2.21       
Incremental Commitments. (a)(a) The Borrower may, by written notice to the Administrative Agent from time to time,
request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed
the Incremental Amount available at the time such Incremental Commitments are established (or at the time any commitment relating thereto
is entered into or, at the option of the Borrower, at the time of incurrence of the Incremental Loans thereunder) from one or more Incremental
Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental
Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided that each Incremental
Revolving Facility Lender providing an Incremental Revolving Facility Commitment shall be subject, to the extent the same would be required
for an assignment under Section 9.04, to the approval of the Administrative Agent, the Issuing Banks and the Swingline Lender (which
approvals shall not be unreasonably withheld, delayed or conditioned). Such notice shall set forth (i)(i) the amount of the Incremental
Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000
and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the
Administrative Agent), (ii)(ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments
are requested to become effective, and (iii)(iii) whether such Incremental Commitments are to be (x) commitments to increase the
principal amount of any existing Class of Term Loans by making term loans with terms identical to such outstanding Class of Term Loans
or any existing Class of Revolving Facility Commitments by providing revolving credit commitments with terms identical to such outstanding
Class of Revolving Facility Commitments or (y) commitments to make a new tranche of term loans with pricing, maturity, amortization, participation
in mandatory prepayments and/or other terms different from any outstanding Class of Term Loans or commitments to make a new tranche of
revolving credit commitments with pricing, maturity and/or other terms different from any outstanding Class of Revolving Facility Commitments.


 


(b)              
The Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative
Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence
the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental
Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or
Incremental Revolving Facility Commitments; provided that:


 


(i)                
any commitments to increase the principal amount of existing Term Loans and/or make additional Revolving Facility Loans of any
Class shall have the same terms as such Term Loans or the Revolving Facility Loans, respectively, and shall be documented as an increase
to such Class of existing Term Loans and/or Revolving Facility Commitments, as applicable, hereunder (it being understood that, if required
to consummate an Incremental Revolving Facility, the Borrower may increase the pricing, interest rate margins, rate floors and undrawn
fees on the applicable Revolving Facility being increased for all lenders under such Revolving Facility without consent, but additional
upfront or similar fees may be payable to the lenders participating in such


 




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Incremental Revolving
Facility without any requirement to pay such amounts to any existing Revolving Facility Lenders),


 


(ii)             
any Incremental Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu in right of payment and
security with the Initial Term B Loans, 2022 Incremental Term B Loans and the Initial Revolving Facility Loans,


 


(iii)           
the final maturity date of any such Incremental Term Loans (except for (i) any bridge loan that has no amortization payments and
the terms of which provide for an automatic (subject to customary conditions) extension of the maturity date to a date that is not earlier
than the Initial Term B Facility Maturity Date then in effect and (ii) Incremental Term Loans having an aggregate principal amount
outstanding not exceeding the Inside Maturity Basket) shall be no earlier than the Initial Term B Facility Maturity Date,


 


(iv)            
the Weighted Average Life to Maturity of any such Incremental Term Loans (except for (i) any bridge loan that has no amortization
payments and the terms of which provide for an automatic (subject to customary conditions) extension of the maturity date to a date that
is not earlier than the Initial Term B Facility Maturity Date then in effect or (ii) Incremental Term Loans having an aggregate principal
amount outstanding not exceeding the Inside Maturity Basket) shall be no shorter than the remaining Weighted Average Life to Maturity
of the Initial Term B Loans,


 


(v)              
any Incremental Term Loans may provide for the ability to participate (i) on a pro rata basis or non-pro rata basis in any voluntary
prepayments of any then-existing Class of Term Loans and (ii) on a pro rata basis or less than pro rata basis (but not on a greater than
pro rata basis other than in the case of prepayment with Refinancing Term Loans) in any mandatory prepayments of any then-existing Class
of Term Loans,


 


(vi)            
(A) other than as set forth in clauses (ii), (iii), (iv), (vii) or (viii) of this clause (b), all other terms of any Incremental
Term Loan, if not consistent with the terms of any then-existing Class of Term Loans, will be as agreed between the Borrower and the lenders
providing such Other Term Loans and (B) the terms of any Incremental Revolving Facility established as a separate Class will mature no
earlier than, and require no scheduled mandatory commitment reduction prior to, the Initial Revolving Facility Maturity Date and all other
material terms (other than pricing, maturity, upfront, arrangement, structuring, underwriting, ticking, consent, amendment and other fees,
participation in mandatory prepayments or commitment reductions and immaterial terms, which shall be determined by the Borrower) shall
(x) be substantially consistent with the Initial Revolving Facility Loans, (y) reflect market terms and conditions (as determined by the
Borrower in good faith) at the time of incurrence of such Incremental Revolving Facility or the obtaining of any commitment with respect
thereto or (z) be reasonably satisfactory to the Administrative Agent (it being understood that if any financial maintenance covenant
or other more favorable provision is added for the benefit of any Incremental Revolving Facility, no consent shall be required from the
Administrative Agent or any Lender to the extent that such financial maintenance covenant or other


 




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provision is (1) also
added for the benefit of any then-existing Revolving Facility or (2) only applicable after the Initial Revolving Facility Maturity Date),


 


(vii)         
the currency, pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to any Incremental Term Loans
shall be determined by the Borrower and the lenders thereunder; provided that with respect to any Incremental Term Loan incurred
prior to the date which is twelve (12) months following the Closing Date that is incurred in reliance on clause (ii) of the definition
of “Incremental Amount” (but not on account of any reclassification provided for in the proviso contained in such definition)
and ranks pari passu in right of security with the Initial Term B Loans, the Applicable Margin shall be less than or the same as that
applicable to the Initial Term B Loans on the Closing Date, except that the Applicable Margin in respect of any such Incremental Term
Loan may exceed the Applicable Margin in respect of such Initial Term B Loans on the Closing Date by no more than 0.50%, or if it does
so exceed such Applicable Margin by more than 0.50%, then the Applicable Margin applicable to such Initial Term B Loans shall be increased
by an amount equal to the difference between the Applicable Margin with respect to such Incremental Term Loan and the corresponding Applicable
Margin applicable to such Initial Term B Loans, minus 0.50% (this proviso, the “MFN Provision”); provided,
further, that the MFN Provision shall not apply to (A) any Incremental Term Facility having an aggregate principal amount not exceeding
the greater of (x) $115,000,000 and (y) 0.50 times EBITDA calculated on a Pro Forma Basis for the most recently ended Test Period, (B)
any Incremental Term Facility scheduled to mature on or after the date that is one year after the Initial Term B Facility Maturity Date,
(C) [reserved], (D) customary term “A” loans and (E) customary bridge loans with a maturity date of not longer than one year
that are convertible or exchangeable into, or are intended to be refinanced with, any Indebtedness other than term loans that are pari
passu with the Initial Term B Loans in right or payment and with respect to security;


 


(viii)       
(A) there shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments
that is not a Loan Party, (B) the borrower of any Incremental Term Facility shall be the Borrower and (C) the borrower of any Incremental
Revolving Facility shall be the Borrower.


 


Each party hereto hereby agrees that, upon the
effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary
to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced
thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect
the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents”
hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld)
and furnished to the other parties hereto.


 


(c)              
Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective
under this Section 2.21 unless on the date of such effectiveness no Event of Default shall have occurred and be continuing or would
result therefrom (or, in the case of a Limited Condition Transaction, on the LCT Test Date;


 




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provided that, with respect
to any Incremental Term Facility, such condition shall only be required to the extent required by the Lenders providing such Incremental
Term Facility) and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing
certificates and documentation as reasonably required by the relevant Incremental Assumption Agreement consistent with those delivered
pursuant to Section 4.02 and such additional customary documents and filings (to the extent required to be delivered on the Closing
Date pursuant to Section 4.02 and Section 5.10) as the Administrative Agent may reasonably request, subject to Section
5.10(e), to assure that the Incremental Term Loans and/or Revolving Facility Loans in respect of Incremental Revolving Facility Commitments
are secured by the Collateral ratably with (or, to the extent set forth in the applicable Incremental Assumption Agreement, junior to)
one or more Classes of then-existing Term Loans and Revolving Facility Loans; provided that, solely to the extent required by the
applicable Incremental Assumption Agreement, the representations and warranties contained in Article III hereof shall be true and
correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case
such representation and warranty shall be true and correct in all respects) on and as of the date of the incurrence of any Incremental
Term Loan Commitment or Incremental Revolving Facility Commitment (provided that any representations and warranties which expressly
relate to a given date or period shall be required only to be true and correct in all material respects (except where such representations
and warranties are already qualified by materiality, in which case such representation and warranty shall be true and correct in all respects)
as of such respective date or for the respective period, as the case may be), subject to customary “SunGard” limitations to
the extent the proceeds of any Incremental Term Loan Commitment or Incremental Revolving Facility Commitment are being used to finance
a Permitted Business Acquisition or other acquisition or similar Investment permitted by this Agreement that is a Limited Condition Transaction.


 


(d)              
Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary
to ensure that (i) all Incremental Term Loans (other than Other Term Loans of a different Class), when originally made, are included in
each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect
of Incremental Revolving Facility Commitments (other than Revolving Facility Loans of a different Class), when originally made, are included
in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section
2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the
foregoing.


 


(e)              
Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable
to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrower to all
Lenders of any Class of Term Loans and/or Revolving Facility Commitments, on a pro rata basis (based, in the case of an offer to the Lenders
under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under
any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable) and
on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual
Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify
the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro


 




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Rata Extension Offer (including,
without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying
the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms”
in the preceding sentence shall mean, (i)(i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the
Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with
respect to such extension are the same and (ii)(ii) in the case of an offer to the Lenders under any Revolving Facility, that all
of the Revolving Facility Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate
changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to
between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing
an Incremental Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended
Term Loan”) or an Incremental Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving
Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment” and any
Revolving Facility Loans made thereunder, “Extended Revolving Loans”). Each Pro Rata Extension Offer shall specify
the date on which the Borrower proposes that the Extended Term Loan shall be made or Extended Revolving Facility Commitment shall become
effective, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative
Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). No consent of any Lender shall be required
to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Loans
and/or Commitments under any Class (or a portion thereof), (B) with respect to any extension of the Revolving Facility Commitments, the
consent of each Issuing Bank to the extent to the commitment to provide Letters of Credit is to be extended and (C) with respect to any
Extension of the Revolving Facility Commitments, the consent of the Swingline Lender to the extent the swingline facility is to be extended
(in each case which consent shall not be unreasonably withheld, delayed or conditioned).


 


(f)               
The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other
documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility
Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended
Revolving Facility Commitments; provided that (i)(i) except as to interest rates, fees and any other pricing terms (which
interest rates, fees and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)), and amortization,
final maturity date and participation in prepayments and commitment reductions (which shall, subject to clauses (ii) and (iii) of this
proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have the same terms
as an existing Class of Term Loans (in each case, except for terms (A) applicable only to periods after the Latest Maturity Date in effect
at the time such Extended Term Loans are incurred or (B) that are conformed (or added) to this Agreement for the benefit of the then-existing
Facilities, (ii)(ii) the final maturity date of any Extended Term Loans shall be no earlier than the Class of Term Loans being extended,
(iii)(iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average
Life to Maturity of the Class of Term Loans to which such offer relates, (iv)(iv) except as to interest rates, fees, any other pricing
terms, participation in mandatory prepayments and


 




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commitment reductions and final
maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment
shall have the same terms as an existing Class of Revolving Facility Commitments (in each case, except for terms (A) applicable only to
periods after the Latest Maturity Date in effect at the time such Extended Revolving Facility Commitments are created or (B) that are
conformed (or added) to this Agreement for the benefit of the then-existing Facilities, and, in respect of any other terms that would
affect the rights or duties of any Issuing Bank or Swingline Lender, reasonably satisfactory to such Issuing Bank or Swingline Lender),
(v)(v) any Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater
than a pro rata basis) than the Initial Revolving Facility Loans in any mandatory prepayment or commitment reduction hereunder and (vi)(vi) any
Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the
then-existing Term Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Extension Amendment, this Agreement shall
be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended
Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized
in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other
parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Facility Commitments, and with the consent
of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding
such Extended Revolving Facility Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such
Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitments.


 


(g)              
Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated
an Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended
Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, (i)(i) if such Extending Lender is extending
a Term Loan, such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan and (ii)(ii) if
such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Incremental Revolving
Facility Commitment having the terms of such Extended Revolving Facility Commitment.


 


(h)              
Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation,
this Section 2.21), (i)(i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not
be included in the calculation of the Incremental Amount, (ii)(ii) no Extended Term Loan or Extended Revolving Facility Commitment
is required to be in any minimum amount or any minimum increment, (iii)(iii) any Extending Lender may extend all or any portion of
its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration
in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Facility Commitment),
(iv)(iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice
to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Facility Commitment implemented
thereby, (v)(v) all Extended Term Loans, Extended


 




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Revolving Facility Commitments
and all obligations in respect thereof shall be Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan
Documents that are secured by the Collateral on a pari passu basis with all other Secured Obligations relating to an existing Class of
Term Loans of the relevant Loan Parties under this Agreement and the other Loan Documents, (vi)(vi) no Issuing Bank or Swingline
Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments unless
it shall have consented thereto and (vii)(vii) there shall be no obligor in respect of any such Extended Term Loans or Extended Revolving
Facility Commitments that is not a Loan Party.


 


(i)                
Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided
that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures
with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.


 


(j)                
Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable
to clauses (j) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one
or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), the net cash
proceeds of which are used to Refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each, a
“Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall
be a date not earlier than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter
period agreed to by the Administrative Agent in its reasonable discretion); provided that:


 


(i)                
the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced
Term Loans and the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted
Average Life to Maturity of the refinanced Term Loans; provided that (x) no Refinancing Term Loan that is unsecured or subordinated
to the applicable Term Facility shall mature prior to the date that is 91 days following the maturity of the facility being refinanced
(y) the requirements of this Section 2.18(j)(i) shall not apply to Refinancing Term Loans having an aggregate principal amount not exceeding
the Inside Maturity Basket;


 


(ii)             
the aggregate principal amount of any Refinancing Term Loan is not greater than the principal or committed amount of the Class
of Term Loan being refinanced, plus additional amounts to the extent otherwise permitted to be incurred under the Loan Documents (provided,
for the avoidance of doubt, that any such additional amounts that are secured are permitted to be so secured under one or more exceptions
to the covenant found at Section 6.02 (other than Section 6.02(b)), plus any fees, premiums, original issue discount and
accrued interest associated therewith, and costs and expenses related thereto;


 


(iii)           
the mandatory prepayment terms applicable to such Refinancing Term Loans shall not be materially more favorable (as determined
by the Borrower in good faith) to the lenders providing such Refinancing Term Loans than those applicable to the


 




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Term Loans being refinanced
(except to extent such terms apply solely to any period after the latest Maturity Date with respect to then-existing Term Loans);


 


(iv)            
all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees,
interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall
not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment or redemption
terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be
substantially similar to, or not materially more favorable (as determined by the Borrower in good faith) to the lenders providing such
Refinancing Term Loans than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants
and other terms (I)(A) apply solely to any period after the Initial Term B Facility Maturity Date or (B) are conformed (or added) to this
Agreement for the benefit of the then-existing Facilities or (II) reflect market terms and conditions (as determined by the Borrower in
good faith) at the time of incurrence, as determined by the Borrower in good faith;


 


(v)              
with respect to Refinancing Term Loans secured by Liens on the Collateral that rank pari passu or junior in right of security to
the then-existing Term Loans, such Liens will be subject to a Permitted Pari Passu Intercreditor Agreement or Permitted Junior Intercreditor
Agreement, as applicable;


 


(vi)            
if secured, such Refinancing Term Loan may be secured solely by assets that are Collateral; and


 


(vii)         
(A) there shall be no obligor in respect of such Refinancing Term Loans that is not a Loan Party and (B) there shall be no borrowers
in respect of any Refinancing Term Loans that are not the Borrower.


 


In addition, notwithstanding the foregoing, the Borrower may establish
Refinancing Term Loans to refinance and/or replace all or any portion of a Revolving Facility Commitment (regardless of whether Revolving
Facility Loans are outstanding under such Revolving Facility Commitments at the time of incurrence of such Refinancing Term Loans), so
long as (1) the aggregate amount of such Refinancing Term Loans does not exceed the aggregate amount of Revolving Facility Commitments
terminated at the time of incurrence thereof, (2) if the Revolving Facility Credit Exposure outstanding on the Refinancing Effective Date
would exceed the aggregate amount of Revolving Facility Commitments outstanding in each case after giving effect to the termination of
such Revolving Facility Commitments, the Borrower shall take one or more actions such that such Revolving Facility Credit Exposure does
not exceed such aggregate amount of Revolving Facility Commitments in effect on the Refinancing Effective Date after giving effect to
the termination of such Revolving Facility Commitments (it being understood that (x) such Refinancing Term Loans may be provided by the
Lenders holding the Revolving Facility Commitments being terminated and/or by any other person that would be a permitted Assignee hereunder
and (y) the proceeds of such Refinancing Term Loans shall not constitute Net Proceeds hereunder), (3) the Weighted Average Life to Maturity
of the Refinancing Term Loans (disregarding any customary amortization for this purpose) shall be no shorter than the remaining


 




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life to termination of the terminated Revolving Facility Commitments,
(4) the final maturity date of the Refinancing Term Loans shall be no earlier than the termination date of the terminated Revolving Facility
Commitments and (5) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount,
upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing
terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment
or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole
shall be substantially similar to, or not materially more favorable (as determined by the Borrower in good faith) to the lenders providing
such Refinancing Term Loans than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such
covenants and other terms (I)(A) apply solely to any period after the Initial Term B Facility Maturity Date or (B) are conformed (or added)
to this Agreement for the benefit of the then-existing Facilities or (II) reflect market terms and conditions (as determined by the Borrower
in good faith) at the time of incurrence, as determined by the Borrower in good faith.


 


(k)              
The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to
provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all or a portion
of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans
made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided,
further, that any Refinancing Term Loans may, to the extent provided in the applicable Incremental Assumption Agreement governing
such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.


 


(l)                
Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable
to clauses (l) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one
or more additional Facilities providing for revolving commitments (“Replacement Revolving Facilities” and the commitments
thereunder, “Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement
Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each
such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower
proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five Business
Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative
Agent in its reasonable discretion); provided that:


 


(i)                
after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the
aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed
the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility
Effective Date;


 




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(ii)             
no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations)
prior to the Revolving Facility Maturity Date in effect at the time of incurrence for the Revolving Facility Commitments being replaced
other than as a result of a mandatory prepayment;


 


(iii)           
the mandatory prepayment terms applicable to such Replacement Revolving Loans shall not be materially more favorable (as determined
by the Borrower in good faith) to the lenders providing such Replacement Revolving Loans than those applicable to the Revolving Facility
Loans (except to extent such terms apply solely to any period after the Revolving Facility Maturity Date);


 


(iv)            
all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and
other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower
and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit and swingline
commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement
Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under
such Replacement Revolving Facility Commitments) taken as a whole shall be substantially similar to, or not materially less favorable
(as determined by the Borrower in good faith) to the Borrower and the Subsidiaries than, the terms, taken as a whole, applicable to the
Initial Revolving Facility Loans (except to the extent such covenants and other terms (I)(A) apply solely to any period after the latest
Revolving Facility Maturity Date in effect at the time of incurrence or (B) are conformed (or added) to this Agreement for the benefit
of the then-existing Facilities, or (II) reflect market terms and conditions (as determined by the Borrower in good faith) at the time
of incurrence, as determined by the Borrower in good faith;


 


(v)              
if secured, such Replacement Revolving Facility may be secured solely by assets that are Collateral;


 


(vi)            
the aggregate principal amount of any Replacement Revolving Facility is not greater than the principal or committed amount of the
Class of Term Loan being refinanced, plus additional amounts to the extent otherwise permitted to be incurred under the Loan Documents,
plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto;
and


 


(vii)         
(A) there shall be no obligor in respect of such Replacement Revolving Facility that is not a Company Party and (B) there shall
be no borrowers in respect of such Replacement Revolving Facility that are not the Borrower or the Euro Borrower.


 


In addition, the Borrower may establish Replacement Revolving Facility
Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with
the proceeds of Replacement Revolving Loans or otherwise), so long as (i) the aggregate amount of such Replacement Revolving Facility


 




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Commitments does not exceed the aggregate amount of Term Loans repaid
at the time of establishment thereof (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders
holding the Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder), so long as (i)(i) the
remaining life to termination of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to
Maturity then applicable to the refinanced Term Loans, (ii)(ii) the final termination date of the Replacement Revolving Facility
Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iii)(iii) with respect to Replacement
Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Facility Loans, such Liens
will be subject to a Permitted Junior Intercreditor Agreement and (iv)(iv) the requirement of clause (iv) in the preceding sentence
shall be satisfied mutatis mutandis.


 


Solely to the extent that an Issuing Bank or Swingline Lender is not
a replacement issuing bank or replacement swingline lender, as the case may be, under a Replacement Revolving Facility, it is understood
and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loans under such
Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing
Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal
shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion.
The Borrower agrees to reimburse (or cause the Euro Borrower to reimburse) each Issuing Bank or Swingline Lender, as the case may be,
in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.


 


(m)            
The Borrower may approach any Lender or any other person that would be a permitted Assignee of a Revolving Facility Commitment
pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Facility Commitments; provided that any
Lender offered or approached to provide all or a portion of the Replacement Revolving Facility Commitments may elect or decline, in its
sole discretion, to provide a Replacement Revolving Facility Commitment. Any Replacement Revolving Facility Commitment made on any Replacement
Revolving Facility Effective Date shall be designated an additional Class of Revolving Facility Commitments for all purposes of this Agreement;
provided that any Replacement Revolving Facility Commitments may, to the extent provided in the applicable Incremental Assumption
Agreement, be designated as an increase in any previously established Class of Revolving Facility Commitments.


 


(n)              
On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of
the Lenders with Replacement Revolving Facility Commitments of such Class shall purchase from each of the other Lenders with Replacement
Revolving Facility Commitments of such Class, at the principal amount thereof and in the applicable currencies, such interests in the
Replacement Revolving Loans and participations in Letters of Credit and Swingline Loans under such Replacement Revolving Facility Commitments
of such Class then outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving
effect to all such assignments and purchases, the Replacement Revolving Loans and participations of such Replacement Revolving Facility
Commitments of such Class will be held by the Lenders thereunder ratably in accordance with their Replacement Revolving Facility Commitments.


 




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(o)              
For purposes of this Agreement and the other Loan Documents, (i)(i) if a Lender is providing a Refinancing Term Loan, such
Lender will be deemed to have an Incremental Term Loan having the terms of such Refinancing Term Loan and (ii)(ii) if a Lender is
providing a Replacement Revolving Facility Commitment, such Lender will be deemed to have an Incremental Revolving Facility Commitment
having the terms of such Replacement Revolving Facility Commitment. Notwithstanding anything to the contrary set forth in this Agreement
or any other Loan Document (including, without limitation, this Section 2.21), (i) the aggregate amount of Refinancing Term Loans
and Replacement Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Refinancing
Term Loan or Replacement Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (iii) there shall
be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Facility Commitment at any time or from time to
time other than those set forth in clauses (j) or (l) above, as applicable, and (iv) all Refinancing Term Loans, Replacement Revolving
Facility Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents
that are secured by the Collateral on a pari passu basis with all other Secured Obligations under this Agreement and the other Loan Documents.


 


(p)              
Notwithstanding anything in the foregoing to the contrary, (i)(i)(A) for the purpose of determining the number of outstanding
Eurocurrency Borrowings upon the incurrence of any Incremental Loans, (x) to the extent the last date of Interest Periods for multiple
Eurocurrency Borrowings under the Term Facilities fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency
Borrowing, and (y) to the extent the last date of Interest Periods for multiple Eurocurrency Borrowings under the Revolving Facilities
fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency Borrowing, and (B) the initial Interest Period
with respect to any Eurocurrency Borrowing of Incremental Loans may, at the Borrower’s option, be of a duration of a number of Business
Days that is less than one month, and the Adjusted LIBO Rate with respect to such initial Interest Period shall be the same as the Adjusted
LIBO Rate applicable to any then-outstanding Eurocurrency Borrowing, as the Borrower may direct, so long as the last day of such initial
Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurocurrency Borrowing and (ii)(A)
for the purpose of determining the number of outstanding Term SOFR Borrowings upon the incurrence of any Incremental Loans, (x) to the
extent the last date of Interest Periods for multiple Term SOFR Borrowings under the Term Facilities fall on the same day, such Term SOFR
Borrowings shall be considered a single Term SOFR Borrowing, and (y) to the extent the last date of Interest Periods for multiple Term
SOFR Borrowings under the Revolving Facilities fall on the same day, such Term SOFR Borrowings shall be considered a single Term SOFR
Borrowing, and (B) the initial Interest Period with respect to any Term SOFR Borrowing of Incremental Loans may, at the Borrower’s
option, be of a duration of a number of Business Days that is less than one month, and Term SOFR with respect to such initial Interest
Period shall be the same as the Term SOFR applicable to any then-outstanding Term SOFR Borrowing, as the Borrower may direct, so long
as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Term
SOFR Borrowing.


 


Section 2.22       
Defaulting Lender. (a)(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender,


 




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then, until such time as such 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 definitions of “Required Lenders” or “Required Revolving
Facility Lenders.”


 


(ii)             
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent
for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following an Event of Default or otherwise) or
received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender
to the Administrative Agent hereunder, second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender
to any Issuing Bank or the Swingline Lender hereunder, third, to Cash Collateralize the Issuing Banks’ Fronting Exposure
with respect to such Defaulting Lender in accordance with Section 2.05(j), fourth, as the Borrower may request (so long
as no Default or Event of Default has occurred and is continuing or would result therefrom), 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 Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section 2.05(j), sixth, to the payment of any amounts
owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, Issuing Bank or Swingline Lender 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 has occurred and is continuing or would
result therefrom, 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. 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 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and
each Lender irrevocably consents hereto.


 


(iii)           
Certain Fees. (A)(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which
that Lender is a Defaulting Lender.


 


(B)             
Each Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting
Lender only to the extent allocable


 




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to its pro rata share of the
amount available under of Letters of Credit for which it has provided Cash Collateral.


 


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


 


(iv)            
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro
rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions
set forth in Section 4.01 are satisfied at the time of such reallocation and (y) such reallocation does not cause the aggregate
Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Facility Commitment.
Subject to Section 9.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against
a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result
of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)              
Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within three (3) Business
Days following the written request of (i) the Administrative Agent or (ii) the Swingline Lender or any Issuing Bank, as applicable (with
a copy to the Administrative Agent), (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting
Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth
in Section 2.05(j).


 


(b)              
Defaulting Lender Cure. If the Borrower, the Administrative Agent and the Swingline Lender and each Issuing Bank agree in
writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to
any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Facility Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded
and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving
Facility Commitments (without giving effect to Section 2.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender;
provided that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower
while that Lender was a Defaulting Lender; provided,


 




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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.


 


(c)              
New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i)(i) the Swingline Lender shall
not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such
Swingline Loan and (ii)(ii) the Issuing Banks shall not be required to issue, extend or increase any Letter of Credit unless it is
satisfied that it will have no Fronting Exposure after giving effect thereto.


 


Article
III



Representations and Warranties


 


On the date of each Credit Event, each of the Borrower and the Euro
Borrower represents and warrants to each of the Lenders that:


 


Section 3.01       
Organization; Powers. The Borrower, the Euro Borrower and each Guarantor (a) is a partnership, limited liability company,
corporation, company or other entity duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction
of its organization or incorporation, (b) has all requisite entity level power and authority to own its material property and assets and
to carry on its business in all material respects as now conducted, (c) is qualified to do business in each jurisdiction where such qualification
is required, except where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect, and (d) has the
entity level power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is or will
be a party and, in the case of the Borrower and the Euro Borrower, to borrow and otherwise obtain credit hereunder.


 


Section 3.02       
Authorization. The execution, delivery and performance by the Borrower, the Euro Borrower and each Subsidiary Loan Party
and, in the case of Sections 3.02(a) and 3.02(b)(i), Holdings, of each of the Loan Documents to which it is a party, the
borrowings hereunder and the granting of guarantees and security interests in respect thereof (a)(a) have been duly authorized by all
corporate, partnership, limited liability company action or similar action required to be obtained by Holdings, the Borrower, the Euro
Borrower and such Subsidiary Loan Party and (b)(b) will not (i)(i) violate (A) any material provision of law, statute, rule or regulation
applicable to Holdings, the Borrower, the Euro Borrower or such Subsidiary Loan Party, (B) the certificate or articles of incorporation
or formation or other constitutive documents (including any partnership, limited liability company or operating agreements or by-laws)
of Holdings, the Borrower, the Euro Borrower or any such Subsidiary Loan Party, (C) any applicable order of any court or any rule, regulation
or order of any Governmental Authority applicable to the Borrower, the Euro Borrower or any such Subsidiary Loan Party or (D) any provision
of any indenture, material agreement or other material instrument to which Holdings, the Borrower, the Euro or such Subsidiary Loan Party
is a party or by which any of them or any of their property is or may be bound, (ii)(ii) result in a breach of or constitute (alone
or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of
any right or obligation (including any payment) under such indenture, material agreement or other material instrument, where any such
conflict, violation or breach or default referred to in clause (i) or (ii)


 




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of this Section 3.02(b) would reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii)(iii) result in the creation or imposition
of any Lien upon or with respect to (x) any property or assets now owned or hereafter acquired by the Borrower, the Euro Borrower or any
such Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (y) any Equity Interests of the
Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens permitted by Article
VIA.


 


Section 3.03       
Enforceability. This Agreement has been duly executed and delivered by the Borrower and the Euro Borrower and constitutes,
and each other Loan Document when executed and delivered by the Borrower, the Euro Borrower and each Subsidiary Loan Party that is party
thereto will constitute, a legal, valid and binding obligation of such Company Party enforceable against such Company Party, as applicable,
in accordance with its terms, subject to (i)(i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance
or other similar laws affecting creditors’ rights generally, (ii)(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law), (iii)(iii) implied covenants of good faith and fair dealing and
(iv)(iv) the Legal Reservations.


 


Section 3.04       
Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental
Authority is or will be required for the execution, delivery or performance of each Loan Document to which the Borrower, the Euro Borrower
or any Subsidiary Loan Party is a party, except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the
United States Patent and Trademark Office and the United States Copyright Office, (c) [reserved], (d) such as have been made or obtained
and are in full force and effect, (e) such actions, consents and approvals the failure of which to be obtained or made would not reasonably
be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 3.04 and any other filings, stampings,
registrations, notarizations or notifications required by the Security Documents, required to perfect security created by the Security
Documents or required to achieve the relevant priority for all Liens created by such Security Documents.


 


Section 3.05       
Financial Statements. Except as set forth on Schedule 3.05:


 


(a)              
The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries and related consolidated statements of
income or operations, changes in shareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries for the 2018
and 2019 Fiscal Years have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and fairly
present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the dates thereof and
their results of operations for the applicable period covered thereby.


 


(b)              
The unaudited consolidated balance sheet and the related statements of income or operations, changes in shareholders’ equity
and cash flows of the Borrower and its consolidated Subsidiaries for the first two fiscal quarters of 2020 have been prepared in accordance
with GAAP consistently applied throughout the period covered thereby (subject to changes resulting from normal year-end adjustments and
the absence of footnotes) and fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries
as of the dates thereof and their results of operations for the period covered thereby.


 




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Section 3.06       
No Material Adverse Effect. Since September 30, 2019, there has been no event or circumstance that, individually or in the
aggregate with other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.


 


Section 3.07       
Title to Properties(A). Each of the Borrower, the Euro Borrower and the Subsidiary Loan Parties has valid title in fee simple,
or valid leasehold interests in, or easements or other limited property interests in, all its respective Real Properties and has valid
title to, or valid leasehold interests in, its respective personal property and assets, in each case, free and clear of Liens except for
Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently
conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 3.08       
Subsidiaries. (a)(a) Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation,
formation or organization of each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of Equity Interests
owned by the Borrower or any such Subsidiary. Neither Holdings, the Borrower nor any of their respective Subsidiaries is an EEA Financial
Institution.


 


(b)              
As of the Closing Date, after giving effect to the Transactions, there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to employees or directors (or entities controlled by directors)
and shares held by directors (or entities controlled by directors)) relating to any Equity Interests of the Borrower or any Subsidiary
Loan Party.


 


Section 3.09       
Litigation; Compliance with Laws. Except as set forth on Schedule 3.09:


 


(a)              
There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration
now pending against the Borrower, the Euro Borrower or any of the Subsidiary Loan Parties or any of its or their respective business,
property or rights (including those that involve any Loan Document) that would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.


 


(b)              
None of the Borrower, the Euro Borrower, the Subsidiary Loan Parties and their respective properties or assets is in violation
of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation
(including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the
subject of Section 3.16), or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority,
where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 3.10       
Federal Reserve Regulations. Neither the making of any Loan (or the extension of any Letter of Credit) hereunder nor the
use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board.


 




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Section 3.11       
Investment Company Act. None of Holdings, the Borrower, the Euro Borrower or the Subsidiary Loan Parties is required to
be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section 3.12       
Use of Proceeds. (a)(a) The Borrower will use the proceeds of the Initial Term B Loans (i) to effect the Refinancing,
(ii) to effect all or a portion of the Specified Dividend (to the extent not used to make Permitted Business Acquisitions or other permitted
Investments), (iii) to finance all or a portion of the other Transactions (including the payment of Transaction Expenses) and (iv) for
working capital and other general corporate purposes.


 


(b)              
Each of the Borrower and the Euro Borrower will use the proceeds of the Initial Revolving Facility Loans and extensions of credit
under the Initial Revolving Facility (including on the Closing Date) for working capital, capital expenditures and other general corporate
purposes (including to pay Transaction Expenses and for Permitted Business Acquisitions, permitted Restricted Payments and permitted Restricted
Debt Payments) of the Borrower and its Subsidiaries.


 


(c)              
The Borrower will use the proceeds of the 2022 Incremental Term B Loans for (i) general corporate purposes (including to support
ongoing working capital needs and growth and to repay outstanding borrowings under the Revolving Facility) and (ii) to pay Transaction
Expenses.


 


Section 3.13       
Taxes. Except as set forth on Schedule 3.13:


 


(a)              
Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the
Borrower, the Euro Borrower and the Subsidiary Loan Parties has filed or caused to be filed all federal, state, local and foreign income
and other Tax returns required to have been filed by it (taking into account extensions) and each such Tax return is true and correct;


 


(b)              
Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the
Borrower, the Euro Borrower and the Subsidiary Loan Parties has timely paid or caused to be timely paid all Taxes shown to be due and
payable by it on the returns referred to in clause (a) and all other Taxes or assessments (or made adequate provision (in accordance with
GAAP) for the payment of all Taxes due), except Taxes or assessments that are being contested in good faith by appropriate proceedings
in accordance with Section 5.03 and for which the Borrower, the Euro Borrower or any of the Subsidiary Loan Parties (as the case
may be) has set aside on its books adequate reserves in accordance with GAAP; and


 


(c)              
Other than as would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, as of the
Closing Date, with respect to the Borrower and the Subsidiaries, there are no claims being asserted in writing with respect to any Taxes.


 


Section 3.14       
No Material Misstatements. (a)(a) All written information (other than the Projections, other forward looking information
and information of a general economic nature or general industry nature) (such non-excluded items, the “Information”)
concerning the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or


 




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on behalf of the foregoing or their representatives
and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated
hereby, when taken as a whole, was true and correct in all material respects as of the date such Information was furnished to the Lenders
and as of the Closing Date and did not, taken as a whole, as of any such date, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light
of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).


 


(b)              
The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of
the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection
with the Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by
the Borrower to be reasonable as of the date thereof (it being understood that such Projections are predictions as to future events and
are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies, many of which are beyond the
control of the Borrower and its Subsidiaries, and that actual results during the period or periods covered by any such Projections may
differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of
the date such Projections and information were furnished to the Lenders or the Administrative Agent (as applicable).


 


Section 3.15       
Employee Benefit Plans.


 


(a)              
Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Employee
Benefit Plan is in compliance in all respects with its terms and with the applicable provisions of ERISA, the Code, and other federal
and state laws.


 


(b)              
Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Employee
Benefit Plan that is intended to qualify under Section 401(a) of the Code is, and at all times has been, so qualified, and each trust
created thereunder is, and at all times has been exempt from Tax under the provisions of Section 501(a) of the Code.


 


(c)              
Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no ERISA Event
has occurred and is continuing or is reasonably expected to occur.


 


Section 3.16       
Environmental Matters. Except (a) as set forth on Schedule 3.16 or (b) in respect of any other acts, omissions, events
or circumstances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i)(i) no
written notice, request for information, order, complaint or penalty has been received by the Borrower or any of the Subsidiaries, and,
to the Borrower’s knowledge, there are no judicial, administrative or other actions, suits or proceedings pending or threatened,
which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of the Subsidiaries,
(ii)(ii) each of the Borrower and the Subsidiaries has all permits, licenses and any other approvals of any


 




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Governmental Authority necessary for its respective
business, properties and operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance
with the terms of such Environmental Permits and with all other Environmental Laws, (iii)(iii) no Hazardous Material is located at,
on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of
the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries
under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed
of, controlled, or transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability
or obligation of the Borrower or any of the Subsidiaries under any Environmental Laws or Environmental Permits, (iv)(iv) there are
no agreements in which the Borrower or any of the Subsidiaries has assumed or undertaken responsibility for any known or reasonably likely
liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made
available to the Administrative Agent prior to the Closing Date, and (v)(v) there has been no material written environmental assessment
or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material
Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge,
formerly owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent
prior to the Closing Date.


 


Section 3.17       
Security Documents(a).


 


(a)              
The Security Agreement will be effective to create (to the extent described therein and subject to the Legal Reservations and exceptions
set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Security Agreement) in favor of the
Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest which such Security
Document purports to create in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged
Collateral described in the Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral
and required to be delivered under the terms set forth in the Security Agreement are delivered to the Collateral Agent, and in the case
of the other Collateral described in the Security Agreement (other than the Intellectual Property), when financing statements and other
filings are filed or registered, as applicable, in the applicable offices or system of registration, the Collateral Agent (for the benefit
of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties
in such Collateral (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case,
subject to the Legal Reservations, any exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements
set out in the Security Agreement) and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security
for the Secured Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case
prior and superior in right to the Lien of any other person (except Permitted Liens).


 


(b)              
When the Security Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and
Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected


 




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by such filings, upon the proper
filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall
have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute
a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in
the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights
included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with
the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other
person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and
the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent
applications and registered copyrights acquired by the Loan Parties after the Closing Date).


 


(c)              
[reserved].


 


(d)              
Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, no Borrower
or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability
of any pledge of or security interest in any Equity Interests of any Subsidiary, or as to the rights and remedies of the Agents or any
Lender with respect thereto, under foreign law.


 


Section 3.18       
Solvency. (a) As of the Closing Date, immediately after giving effect to the consummation of the Transactions on the Closing
Date, the Borrower and its subsidiaries (on a consolidated basis) (i)(i) have property with fair value greater than the total amount
of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed
as the amount that, in 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), subordinated or otherwise, (ii)(ii) have assets with present fair salable value not less
than the amount that will be required to pay their liability on their debts as they become absolute and matured, (iii)(iii) will
be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (iv)(iv) are
not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute
an un-reasonably small capital.


 


Section 3.19       
Intellectual Property; Licenses, Etc. Except as set forth in Schedule 3.19 or in respect of any other acts, omissions,
events or circumstances that would not reasonably be expected to have a Material Adverse Effect, (a)(a) the Borrower and the Subsidiary
Loan Parties own, or possess the right to use, all Intellectual Property necessary for the Borrower and the Subsidiary Loan Parties to
conduct their respective businesses free and clear of all Liens other than Permitted Liens, (b)(b) to the knowledge of the Loan Parties,
none of the Borrower or the Subsidiary Loan Parties are infringing upon, misappropriating or otherwise violating any Intellectual Property
of any person and (c) (I) no claim or litigation regarding any of the Intellectual Property owned by the Borrower and the Subsidiary Loan
Parties is pending and (II) to the knowledge of the Loan Parties, no claim or litigation regarding any other Intellectual Property used
by the Borrower or any Subsidiary Loan Party to conduct its business is pending.


 




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Section 3.20       
Labor Matters. As of the Closing Date, except as disclosed on Schedule 3.20, and except as would not reasonably
be expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Borrower or any Subsidiary
Loan Party pending or, to the knowledge of the Borrower, threatened in writing, and (b) the hours worked by and payments made to employees
of the Borrower and the Subsidiary Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable law
dealing with such matters.


 


Section 3.21       
USA PATRIOT Act; OFAC.


 


(A)            
Each of the Borrower and each of its Subsidiaries is in compliance in all material respects with the material provisions of the
USA PATRIOT Act (to the extent applicable) and all material applicable laws and regulations related to anti-money laundering and anti-terrorism,
and, at least three Business Days prior to the Closing Date, the Borrower has provided to the Administrative Agent all information related
to the Loan Parties (including names, addresses and tax identification numbers (if applicable)) reasonably requested in writing by the
Administrative Agent not less than ten (10) Business Days prior to the Closing Date and mutually agreed to be required under “know
your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to be obtained by the Administrative
Agent or any Lender.


 


(b)              
None of Holdings, the Borrower or any of their respective Subsidiaries is (i)(i) currently the target of any sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. State Department, the
European Union or relevant member states of the European Union, the United Nations Security Council or Her Majesty’s Treasury (“Sanctions”)
or (ii)(ii) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions broadly
prohibiting dealings with such country or territory (“Sanctioned Country”). The Borrower will not directly or indirectly
use the proceeds of the Loans or use the Letters of Credit or otherwise make available such proceeds or Letters of Credit to any person,
for the purpose of financing the activities of any person that is, at the time of such financing, the target of any Sanctions or for the
purpose of funding, financing or facilitating any activities, business or transaction with or in any Sanctioned Country or in any manner
that would result in the violation of any Sanctions Laws and regulations administered by the United States, including OFAC and the U.S.
State Department, the United Nations Security Council, Her Majesty’s Treasury, the European Union or relevant member states of the
European Union (collectively, the “Sanctions Laws”) applicable to any party hereto.  Holdings, the Borrower and
each of their respective Subsidiaries are in compliance with all applicable Sanctions Laws in all material respects.


 


Section 3.22       
Foreign Corrupt Practices Act. Holdings, the Borrower and each of their respective Subsidiaries are in compliance with the
U.S. Foreign Corrupt Practices Act of 1977 and similar laws of all jurisdictions in which Holdings, the Borrower or any of their respective
Subsidiaries conduct their business and to which they are lawfully subject (“Anti-Corruption Laws”), in each case,
in all material respects. No part of the proceeds of the Loans made hereunder and no Letters of Credit will be used in violation of any
Anti-Corruption Law, including to make any unlawful bribe, influence payment, kickback or other unlawful payment.


 




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Section 3.23       
Small-Medium Sized Enterprises. The Euro Borrower is not a small or medium-sized enterprise within the meaning of the Belgian
Act of 21 December 2013 concerning various provisions regarding the financing of small and medium-sized enterprises (the “Belgian
SME Act”), and it is not subject to the provisions of the Belgian SME Act.


 


Section 3.24       
Beneficial Ownership. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable,
is true and correct in all respects.


 


Article
IV



Conditions of Lending


 


The obligations of (a) the Lenders (including the Swingline Lender)
to make Loans and (b) any Issuing Bank to issue Letters of Credit (each, a “Credit Event”) are subject to the satisfaction
(or waiver in accordance with Section 9.08) of the following conditions:


 


Section 4.01       
All Credit Events. On the date of each Borrowing and on the date of each issuance of a Letter of Credit (in each case, other
than a Borrowing of Incremental Loans):


 


(a)              
The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03
(or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of
the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the
issuance of such Letter of Credit as required by Section 2.05(b).


 


(b)              
The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects (except where
such representations and warranties are already qualified by materiality, in which case such representations and warranties shall be true
and correct in all respects) as of such date, in each case, with the same effect as though made on and as of such date, except to the
extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall
be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in
which case such representations and warranties shall be true and correct in all respects) as of such earlier date).


 


(c)              
At the time of and immediately after such Borrowing or issuance of a Letter of Credit, as applicable, no Event of Default or Default
shall have occurred and be continuing.


 


(d)              
Each Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower
on the date of such Borrowing or issuance, as applicable, as to the matters specified in paragraph (b) of this Section 4.01.


 


(e)              
Solely in the case of the first Credit Event representing a Borrowing of Euro Swingline Loans, the Euro Swingline Lender shall
have confirmed to the Euro Borrower in writing that it is permitted to fund such Euro Swingline Loans under requirements of applicable
regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the
PATRIOT Act and the Beneficial Ownership Regulation.


 




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(f)               
From and after the earlier of (a) the date on which the Specified Equity Contribution
is made and (b) April 30, 2023, in each case, until (but excluding) the date that is the earlier of (i) the first anniversary of the date
the Take-Private Transaction (as defined in Section 6.11) is consummated and (ii) the date on which the Borrower delivers to the Administrative
Agent a Compliance Certificate in accordance with Section 5.04(c) with respect to any fiscal quarter ending on or after June 30, 2023
setting forth computations in reasonable detail demonstrating compliance with the Financial Covenant with respect to such fiscal quarter,
at the time of and immediately after giving effect to such Borrowing or issuance of a Letter of Credit, as applicable, the Revolving Facility
Credit Exposure shall not exceed $250,000,000 (subject to the last parenthetical in the first paragraph of Section 6.11).


 


Section 4.02       
First Credit Event. On or prior to the Closing Date:


 


(a)              
The Administrative Agent (or its counsel) shall have received from the Borrower, the Euro Borrower and each other Loan Party (i)(i) a
counterpart of this Agreement and each other Loan Document to which such Company Party is a party signed on behalf of such party or (ii)(ii) written
evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement
by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement
and each other Loan Document to which it is a party.


 


(b)              
The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of Davis
Polk & Wardwell LLP, as New York counsel for the Loan Parties, Morris Nichols Arsht & Tunnell LLP, as Delaware counsel for the
Loan Parties, and Stibbe cvba/scrl, as Belgium counsel for the Euro Borrower, each (A) dated the Closing Date, (B) addressed to each Issuing
Bank, the Administrative Agent, the Lenders on the Closing Date and certain permitted successors and assigns of the foregoing and subject
to customary exceptions and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating
to the Loan Documents as the Administrative Agent shall reasonably request.


 


(c)              
The Administrative Agent shall have received (i)(i) customary certificates of the Secretary or Assistant Secretary or similar
officer of each Company Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Company
Party attached thereto (and, in relation to the Euro Borrower, confirming that borrowing the total Commitments would not cause any borrowing
or similar limit binding on it to be exceeded) and customary resolutions or other evidence of authorization, (ii)(ii) certificates
of good standing from the secretary of state of the state of organization of each Company Party (other than the Euro Borrower) and (iii)(iii) a
solvency certificate substantially in the form of Exhibit G attached hereto, from the chief financial officer (or other officer
with reasonably equivalent duties) of the Borrower, certifying that the Borrower and its subsidiaries, on a consolidated basis after giving
effect to the Transactions and the other transactions contemplated hereby, are solvent;


 


(d)              
[Reserved].


 


(e)              
[Reserved].


 




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(f)               
The Administrative Agent shall have received the financial statements referred to in Section 3.05.


 


(g)              
On or substantially concurrently with the Closing Date, after giving effect to the Transactions and the other transactions contemplated
hereby, the Refinancing shall have occurred.


 


(h)              
The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Fee Letters
and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket
fees, charges and disbursements of Fried, Frank, Harris, Shriver & Jacobson LLP) required to be reimbursed or paid by the Loan Parties
hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans),
in each case, to the extent invoiced at least three Business Days prior to the Closing Date.


 


(i)                
Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition
of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition,
the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date.


 


(j)                
Since September 30, 2019, there has been no event or circumstance that, individually or in the aggregate with other events and
circumstances, has had or would reasonably be expected to have a Material Adverse Effect; provided that, for purposes of this Section
4.02(j), for the period from the Closing Date through December 31, 2020, the impacts of the novel coronavirus COVID-19 pandemic on
the financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, that occurred prior to the Closing
Date and were disclosed to the Administrative Agent and the Lenders in writing prior to the Closing Date will be disregarded.


 


(k)              
The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and
other information (including Beneficial Ownership Certifications) about any Company Party required by U.S. regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial
Ownership Regulation, as is reasonably requested in writing by such Administrative Agent at least ten business days prior to the Closing
Date.


 


For purposes of determining
compliance with the conditions specified in this Section 4.02, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall
have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such
Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.


 




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Article
V



Affirmative Covenants


 


The Borrower and (solely with respect to Sections 5.01, 5.03,
5.04, 5.05, 5.06, 5.07 and 5.10(a), (d), (e) and (h) following the Holdings Formation
Date (if any)) Holdings covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders shall otherwise
consent in writing, the Borrower and (solely with respect to Sections 5.01, 5.03, 5.04, 5.05, 5.06,
5.07 and 5.10(a), (d) and (e)) Holdings will, and will cause Borrower and each of the Subsidiaries to:


 


Section 5.01       
Existence; Business and Properties. (a)(a) Do or cause to be done all things necessary to preserve, renew and keep
in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower other than the Euro Borrower, where
the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section
6.05 and Article VIA, and except for the liquidation or dissolution of Subsidiaries (other than the Borrower and the Euro Borrower)
if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Subsidiary of the
Borrower in such liquidation or dissolution; provided that Subsidiary Loan Parties may not be liquidated into Subsidiaries that
are not Loan Parties (except in each case as permitted under Section 6.05).


 


(b)              
Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all
things necessary to lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations,
Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business and to the extent required
to ensure that the business carried on in connection therewith, if any, may be lawfully conducted at all times (in each case, except as
permitted by this Agreement). Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (i)(i) at
all times maintain, protect and preserve all property necessary to the normal conduct of its business and keep such property in good repair,
working order and condition (ordinary wear and tear and casualty and condemnation excepted), and (ii)(ii) from time to time make,
or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary.


 


Section 5.02       
Insurance. (a)(a) Maintain, with financially sound and reputable insurance companies, insurance (subject to customary
deductibles and retentions) (but not, for the avoidance of doubt, flood insurance except to the extent required by applicable law or regulation)
in such amounts and against such risks as management believes are reasonable in light of the risks faced by its business, in each case
as determined by the Borrower in good faith, and use commercially reasonable efforts to cause the Collateral Agent to be listed as an
additional insured on liability policies. Notwithstanding the foregoing, the Borrower and the Subsidiaries may self-insure with respect
to such risks with respect to which companies of established reputation engaged in the same general line of business in the same general
area usually self-insure.


 




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(b)              
[reserved].


 


(c)              
[reserved].


 


(d)              
In connection with the covenants set forth in this Section 5.02, it is understood and agreed that:


 


(i)                
the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Banks and their respective agents or employees shall not
be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being
understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties
for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative
Agent, the Collateral Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the insurance policies, as a matter
of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then the
Borrower, on behalf of itself and behalf of each of the Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further
agrees to cause each of its Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Collateral Agent,
the Lenders, any Issuing Bank and their agents and employees;


 


(ii)             
the designation of any form, type or amount of insurance coverage by the Collateral Agent (including acting in the capacity as
the Collateral Agent) under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Collateral
Agent or the Lenders that such insurance is adequate for the purposes of the business of the Borrower and the Subsidiaries or the protection
of their properties; and


 


(iii)           
the amount and type of insurance that the Borrower and its Subsidiaries have in effect as of the Closing Date satisfies for all
purposes the requirements of this Section 5.02.


 


Section 5.03       
Taxes. Pay its obligations in respect of all Tax liabilities, assessments and governmental charges, before the same shall
become delinquent or in default, except where (i)(i) the amount or validity thereof is being contested in good faith by appropriate
proceedings and Holdings, the Borrower or a Subsidiary has set aside on its books adequate reserves therefor in accordance with GAAP or
(ii)(ii) the failure to make payment before delinquency or default could not reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect.


 


Section 5.04       
Financial Statements, Reports, Lender Calls, etc. Furnish to the Administrative Agent (which will promptly furnish such
information to the Lenders):


 


(a)              
within one hundred twenty (120) days after the end of any Fiscal Year (or such later date as the Administrative Agent may reasonably
agree if the Borrower requests an extension on account of any delay caused primarily by circumstances resulting from the COVID-19 pandemic),
a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the
related audited consolidated statements of income or operations, changes in shareholders’ equity and cash flows, for such year,
in each case setting forth in comparative form the figures for the previous year, reported by Ernst & Young


 




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LLP or other independent certified
public accountants of nationally recognized standing (which report shall not be subject to a “going concern” or scope of audit
qualification (except for any such qualification pertaining to, or disclosure of an exception or qualification resulting from, the maturity
(or impending maturity) of any Facility or any other Indebtedness occurring within one year from the time such opinion is delivered, any
breach or anticipated breach of any financial covenant or the activities, operations, financial results, assets or liabilities of any
Unrestricted Subsidiary) but may include a “going concern” or “emphasis of matter” explanatory paragraph or like
statement) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position
and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that
the delivery by the Borrower of annual reports on Form 10-K (or any successor or comparable form) of the Borrower and its consolidated
Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified
herein);


 


(b)              
within sixty (60) days after the end of each of the first three fiscal quarters of each Fiscal Year (or, in the case of the fiscal
quarter ended June 30, 2021, no later than September 25, 2021), a copy of (i) the unaudited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income or
operation, changes in shareholders’ equity and cash flows for such quarter and the portion of the Fiscal Year through the end of
such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Financial Officer as being
fairly stated in all material respects in accordance with GAAP (subject to normal year-end audit adjustments and the absence of certain
footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q (or any successor or comparable form)
of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly
reports include the information specified herein);


 


(c)              
within five (5) days after any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i)(i) certifying
that no Default or Event of Default has occurred and is continuing since the date of the last Compliance Certificate delivered pursuant
to this Section 5.04(c) or, if such a Default or an Event of Default has occurred and is continuing, specifying the nature and
extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii)(ii) commencing with the end of
the second full fiscal quarter ending after the Closing Date, if the Testing Condition is satisfied, setting forth computations in reasonable
detail demonstrating compliance with the Financial Covenant (only to the extent applicable), (iii)(iii) unless demonstrating compliance
as set forth in the preceding clause (ii), setting forth the calculation of the Net First Lien Leverage Ratio, (iv)(iv) setting forth
the calculation and uses of the Cumulative Credit for the fiscal period then ended if Borrower shall have used the Cumulative Credit for
any purpose during such fiscal period and (v)(v) containing a customary management discussion and analysis of operating results;


 


(d)              
promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements
and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of the Subsidiaries with
the SEC (or equivalent regulatory body in the relevant jurisdiction), or after an initial public offering, distributed to its stockholders
generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to
be delivered pursuant to this


 




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clause (d) shall be deemed delivered
for purposes of this Agreement when posted to the website of the Borrower ( or any Parent Entity referred to in Section 5.04(h))
or the website of the SEC (or equivalent regulatory body in the relevant jurisdiction) and written notice of such posting has been delivered
to the Administrative Agent;


 


(e)              
prior to the closing of any Qualified IPO, concurrently with any delivery of financial statements under clause (a) above (or such
later date as the Administrative Agent may agree in its reasonable discretion) (commencing with the delivery of the financial statements
for the 2020 Fiscal Year), a consolidated annual budget for the then current Fiscal Year in a form customarily prepared by the Borrower
(collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer
of the Borrower to the effect that the Budget is based on assumptions believed by the Borrower to be reasonable as of the date of delivery
thereof;


 


(f)               
promptly from time to time, such other customary information regarding the operations, business affairs and financial condition,
or “know your customer” information of Holdings, the Borrower or any of the Subsidiaries, or information required by the Beneficial
Ownership Regulation, or compliance with the terms of any Loan Document as in each case the Administrative Agent may reasonably request
(for itself or on behalf of any Lender) and to the extent such information is reasonably available to the Borrower;


 


(g)              
[reserved]; and


 


(h)              
after delivery of the financial statements required pursuant to clauses (a) and (b) of this Section 5.04, upon request of
the Administrative Agent commencing with the fiscal quarter ending March 31, 2021, the Borrower shall hold a customary quarterly
one-hour conference call for the Lenders, at a time mutually agreed with the Administrative Agent to
discuss the financial position and results of operations of the Borrower and its Subsidiaries for the most recently ended period for which
such financial statements have been delivered pursuant to clauses (a) and (b) of this Section 5.04.


 


The Borrower hereby acknowledges and agrees that all financial statements
furnished pursuant to clauses (a), (b) and (d) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made
available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as
if the same had been marked “PUBLIC” in accordance with such paragraph (unless the Borrower otherwise notifies the Administrative
Agent in writing on or prior to delivery thereof).


 


Notwithstanding the foregoing, the obligations in paragraphs ‎(a),
(b) and (c)(v) of this Section 5.04 may instead be satisfied with respect to any financial statements of the Borrower by
furnishing (A) the applicable financial statements of Holdings (or any other Parent Entity) or (B) Holdings’ (or any other
Parent Entity’s), as applicable, Form 10-K or 10-Q (or similar filing on Form 20-F and/or Form 6-K), as applicable, filed with the
SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide
notice of such filing to any Person; provided that, with respect to each of clauses ‎(A)
and ‎(B), (i) if (1) such financial statements relate
to any Parent Entity and such Parent Entity (or any other Parent Entity that is a subsidiary of such Parent Entity) has any material operations
(as


 




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determined by the Borrower in good faith and other than any operations
that are attributable to such Parent Entity’s ownership of the Borrower and its subsidiaries), such financial statements or the
Form 10-K or Form 10-Q (or similar filing on Form 20-F and/or Form 6-K), as applicable, shall be accompanied by consolidating information
(which need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Entity,
on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone basis, on the other hand,
which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material
respects and (ii) to the extent such statements are in lieu of statements required to be provided under ‎Section 5.04(a),
such statements shall be accompanied by an audit report that would satisfy the applicable requirements set forth in ‎Section
5.04(a) as if the references to “the Borrower” therein were references to such Parent Entity.


 


Notwithstanding the foregoing, no financial statement required to be
delivered pursuant to paragraph (a) or (b) of this Section 5.04 shall be required to include acquisition or purchase accounting
adjustments relating to any Permitted Business Acquisition or other Investment to the extent it is not practicable to include any such
adjustments in such financial statement.


 


Section 5.05       
Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders)
written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:


 


(a)              
any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken
with respect thereto;


 


(b)              
the filing or commencement of, or any written non-frivolous threat or notice of intention of any person to file or commence, any
action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings,
the Borrower or any of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined,
would reasonably be expected to have a Material Adverse Effect;


 


(c)              
the occurrence of any event specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public
knowledge and that has had or would reasonably be expected to have a Material Adverse Effect;


 


(d)              
the occurrence of any event that causes the information included in any Beneficial Ownership Certification delivered pursuant to
this Agreement to cease to be true and correct in any respect; and


 


(e)              
the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to
have a Material Adverse Effect.


 


Section 5.06       
Compliance with Laws.


 


(a)              
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where
the failure to do so, individually or in the


 




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aggregate, would not reasonably
be expected to result in a Material Adverse Effect; provided that this Section 5.06 shall not apply to Environmental Laws,
which are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03.


 


(b)              
Subject to Section 3.21(b), comply with the USA PATRIOT Act (as applicable) and all applicable laws and regulations related
to anti-money laundering and anti-terrorism, applicable Sanctions Laws, and Anti-Corruption Laws in all material respects.


 


Section 5.07       
Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP and permit
any persons designated by the Administrative Agent to visit and inspect the financial records and the properties of Holdings, the Borrower
or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower once each calendar year, and to make extracts
from and copies of such financial records, and permit any persons designated by the Administrative Agent upon reasonable prior notice
to the Borrower to discuss the affairs, finances and condition of Holdings or any of its Subsidiaries with the officers thereof and independent
accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each
case, at the reasonable expense of the Borrower and subject to reasonable requirements of confidentiality, including requirements imposed
by law or by contract; provided that, upon the occurrence and during the continuation of an Event of Default, the Administrative
Agent may exercise such rights as often as reasonably requested at the expense of the Borrower.


 


Section 5.08       
Use of Proceeds. Use the proceeds of the Loans made and Letters of Credit issued in the manner contemplated by Section
3.12.


 


Section 5.09       
Compliance with Environmental Laws. Comply, and make reasonable efforts to cause all lessees and other persons occupying
its properties to comply, with all Environmental Laws applicable to its operations and properties; and obtain and renew all material authorizations
and permits required pursuant to Environmental Law for its operations and properties, in each case in accordance with Environmental Laws,
except, in each case with respect to this Section 5.09, to the extent the failure to do so would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein or in any
other Loan Document, Holdings, the Borrower and each Subsidiary shall not be obligated hereunder or thereunder to at any time prepare
or cause to be prepared any environmental report and deliver such report to the Administrative Agent, the Collateral Agent, any Lender
or any Issuing Bank.


 


Section 5.10       
Further Assurances; Additional Security.


 


(a)              
Subject to clause (e) below, execute any and all further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing statements and other documents), that the Collateral Agent may
reasonably request (including, without limitation, those required by applicable law), to satisfy the Collateral and Guarantee Requirement
and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Company Parties and provide
to the Collateral Agent, from time to time upon reasonable request by the Collateral Agent, evidence reasonably


 




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satisfactory to the Collateral
Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents to the extent perfection
is required thereunder.


 


(b)              
[reserved].


 


(c)              
If any additional direct or indirect Subsidiary of the Borrower is formed or acquired after the Closing Date (with any Subsidiary
Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary)
and if such Subsidiary is a Subsidiary Loan Party pursuant to the definition thereof, within 30 Business Days after the date such Subsidiary
is formed or acquired (or such longer period as the Collateral Agent may agree in its reasonable discretion), notify the Collateral Agent
thereof and, within 30 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent
may agree in its reasonable discretion (or with respect to clause (g) of the definition of “Collateral and Guarantee Requirement,”
within 150 days after such formation or acquisition or such longer period as set forth therein or as the Collateral Agent may agree in
its reasonable discretion, as applicable), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary
and with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party, subject to clause
(g) below; provided that in no event shall any Unrestricted Subsidiary own any Material Intellectual Property. In connection with
the foregoing, each Loan Party will from time to time deliver to the Administrative Agent a Beneficial Ownership Certification in accordance
with the Beneficial Ownership Regulation.


 


(d)              
Furnish to the Collateral Agent prompt written notice of any change (A) in any Company Party’s corporate or organization
name, (B) in any Company Party’s identity or organizational structure, (C) in any Company Party’s organizational identification
number, if applicable or (D) in any Company Party’s jurisdiction of organization or incorporation; provided that, the Borrower
shall not effect or permit any such change unless all filings, to the extent applicable and required, have been made, or will have been
made within 60 days following such change (or such longer period as the Collateral Agent may agree in its reasonable discretion), under
the Uniform Commercial Code that are required in order for the Collateral Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for
the benefit of the Secured Parties.


 


(e)              
Subject to Section 5.10(g), the Collateral and Guarantee Requirement and the other provisions of this Section 5.10
and the other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the
“Excluded Property”): (i)(i) any Real Property, (ii)(ii) motor vehicles, airplanes and other assets subject
to certificates of title, letter of credit rights (in each case, other than to the extent a Lien on such assets or such rights can be
perfected by filing a UCC-1 that is otherwise required to be filed for the benefit of the Secured Parties under the terms of the Security
Agreement) and commercial tort claims not to exceed $2,500,000, (iii)(iii) pledges and security interests prohibited by applicable
law, rule, regulation or contractual obligation (with respect to any such contractual obligation, only to the extent such restriction
is permitted under Section 6.09(c) and such restriction is binding on such assets (1) on the Closing Date or (2) on the date of
the acquisition thereof and not entered into in contemplation thereof (other than in connection with the incurrence of Indebtedness of
the type contemplated by


 




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Section 6.01(i))) (in
each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of
Article 9 of the Uniform Commercial Code) or which could require governmental (including regulatory) consent, approval, license or authorization
to be pledged (unless such consent, approval, license or authorization has been received), (iv)(iv) assets to the extent a security
interest in such assets could reasonably be expected to result in material adverse Tax consequences (including to the direct or indirect
equity holders in Borrower) as determined in good faith by the Borrower in consultation with the Administrative Agent, (v)(v) any
lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license
or agreement or create a right of termination in favor of any other party thereto (other than any Loan Party) after giving effect to the
applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, (vi)(vi) those assets as to which the Collateral
Agent reasonably determines that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive
in relation to the fair market value (as reasonably determined by the Borrower) afforded thereby, (vii)(vii) any governmental licenses
or state or local licenses, franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters
or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of Article 9 of
the Uniform Commercial Code, (viii)(viii) any “intent-to-use” applications for trademark or service mark registrations
filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, unless and until an Amendment to Allege Use or a Statement of
Use under Section 1(c) or 1(d) of the Lanham Act has been filed and, if filed, has been deemed in conformance with Section 1(a) of the
Lanham Act or examined and accepted by the United States Patent and Trademark Office, (ix)(ix) receivables and related assets sold,
contributed or otherwise transferred to any Receivables Subsidiary or otherwise pledged, factored, transferred or sold in connection with
any Qualified Receivables Financing, (x)(x) any cash and cash equivalents, deposit accounts, commodity accounts and securities accounts
(including securities entitlements and related assets) (but, in each case, excluding cash or cash equivalents representing the proceeds
of Collateral), (xi)(xi) any Excluded Securities, (xii)(xii) any Third Party Funds, (xiii)(xiii) any equipment or other
asset that is subject to a Lien permitted by any of clauses (c), (i), (j), (aa) or (mm) of Section 6.02 or is otherwise subject
to a purchase money debt or a Capitalized Lease Obligation, in each case, as permitted by Section 6.01, if the contract or other
agreement providing for such debt or Capitalized Lease Obligation prohibits, or requires the consent of any person (other than any Loan
Party) as a condition to the creation of, any other security interest on such equipment or asset and, in each case, such prohibition or
requirement is permitted hereunder (after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial
Code or other applicable law) and (xiv)(xiv) farm products, as extracted collateral, manufactured homes, health care insurance receivables,
timber to be cut or aircraft engines, satellites, ships or railroad rolling stock. Notwithstanding anything herein to the contrary, (A)
the Collateral Agent may grant extensions of time or waiver of requirement for the creation or perfection of security interests in or
the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing
Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation
with the Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times
at which it would otherwise be required by this Agreement or the other Loan Documents, (B) no control agreement or control, lockbox or
similar arrangement shall be required with respect to any deposit accounts, securities accounts or commodities accounts, (C) no source
code escrow arrangements or registration of any Intellectual


 




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Property shall be required,
(D) no landlord, mortgagee or bailee waivers (including any estoppel, collateral access letters or similar types of waiver) shall be required,
(E) except as may be mutually agreed by the Collateral Agent and the Borrower with respect to any Designated Guarantor, no security documents
governed by, or perfection actions under, the law of a jurisdiction other than the United States of America (including any registration
of Intellectual Property in any jurisdiction other than the United States of America) shall be required, (F) no periodic filing shall
be required to be made (other than as expressly required pursuant to a Security Document) and no notice shall be required to be sent to
insurers, third-party account debtors or other contractual third parties prior to an Event of Default, (G) Liens required to be granted
from time to time pursuant to, or any other requirements of, the Collateral and Guarantee Requirement and the Security Documents shall
be subject to exceptions and limitations set forth in the Security Documents and (H) to the extent that the Collateral Agent and the Borrower
reasonably agree that a valid and enforceable security interest having the requisite priority can be taken on substantially all of the
intended Collateral on a generic basis without listing any individual assets, no specific listing of such Collateral shall be required.


 


(f)       For the avoidance of doubt,
notwithstanding anything to the contrary contained herein or in any other Loan Document, Holdings, the Borrower and the Subsidiaries shall
not be obligated hereunder or thereunder to enter into any Hedging Agreement in connection with hedging interest rate exposure with respect
to the Loan Obligations, the Loans or any other extensions of credit hereunder or any other Indebtedness of Holdings, the Borrower or
any such Subsidiary.


 


(g)       For the avoidance of doubt,
notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower may from time to time, elect to
cause any assets that would otherwise constitute Excluded Property hereunder to become Collateral under the Loan Documents (but shall
have no obligation to do so) with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided
that the Collateral Agent shall have received such Security Documents that are customary for the applicable jurisdiction and reasonably
requested by the Collateral Agent pursuant to which the applicable Loan Party (including any Designated Guarantor) grants security over
such assets in favor of the Collateral Agent (for the benefit of the Secured Parties).


 


(h)       If on any date (any such
date, the “Holdings Formation Date”), the Borrower becomes a direct Wholly-Owned Subsidiary of a Parent Entity (such
direct Parent Entity, if any, being referred to herein as “Holdings”), Holdings shall, within 30 days after the Holdings
Formation Date (or such longer period as the Collateral Agent may agree in its reasonable discretion), notify the Collateral Agent thereof
and, within 45 Business Days after the Holdings Formation Date (or such longer period as the Collateral Agent may agree in its reasonable
discretion), become a party to this Agreement and cause the Collateral and Guarantee Requirement to be satisfied with respect to Holdings;
provided that, notwithstanding any provision of the Collateral and Guarantee Requirement to the contrary, (i) Holdings shall not
have any personal liability under the Guaranty Agreement, the Security Agreement or any other Loan Document for the repayment of the Secured
Obligations or for the performance of any other obligations of the Loan Parties under the Loan Documents, and the Collateral Agent’s
and any other Secured Party’s sole recourse against Holdings for the satisfaction of the Secured Obligations and the performance
of such obligations shall be the Collateral Agent’s or such other Secured Party’s exercise of its


 




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rights and remedies with respect to Holdings’ right, title and
interest in and to its Equity Interests of the Borrower pledged to the Collateral Agent and (ii) the only Collateral that Holdings shall
be required to provide to secure the Secured Obligations shall be the Equity Interests that it directly holds in the Borrower. For the
avoidance of doubt, (x) no provision of any Loan Document shall be construed to require the Holdings Formation Date to occur, (y) as
of the First Amendment Effective Date, the Holdings Formation Date has not occurred and (z) until such time as Holdings complies
with the requirements of this Section 5.10(h), each reference in any Loan Document to “Holdings” shall be without force or
effect.


 


Section 5.11       
Rating. Exercise commercially reasonable efforts to obtain and to maintain (a) public ratings (but, in each case, not to
obtain a specific rating) from any two of Fitch, Moody’s and S&P for the Initial Term B Loans and the 2022 Incremental Term
B Loans and (b) public corporate credit ratings and corporate family ratings (but, in each case, not to obtain a specific rating) from
any two of Fitch, Moody’s and S&P in respect of the Borrower, Holdings or any other Parent Entity.


 


Section 5.12       
Post-Closing. Take all necessary actions to satisfy the items described on Schedule 5.12 within the applicable period
of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its reasonable discretion).


 


Section 5.13       
Ownership of Material Intellectual Property. Cause the Loan Parties to own and continue to own all Material Intellectual
Property; provided, that this Section 5.13 shall not prohibit any Disposition of Material Intellectual Property (i) [reserved],
(ii) in connection with a Disposition (or a series of related transactions constituting a Disposition) of assets or Equity Interests that
is otherwise permitted under the terms of this Agreement or (iii) in connection with the granting of a Permitted Lien.


 


Section 5.14       
Business of the Borrower and the Subsidiaries. Engage only in those material lines of business that consist of (a) the business
or business activity conducted by any of them on the Closing Date or any other Similar Business or (b) such other lines of business
to which the Administrative Agent may consent.


 


Section 5.15       
Maintenance of Fiscal Year. The Borrower shall maintain its Fiscal Year-end as in effect on the Closing Date; provided that
the Borrower may, upon written notice to the Administrative Agent, change its Fiscal Year-end to another date, in which case the Borrower
and the Administrative Agent will, and are hereby authorized to (without requiring the consent of any other Person, including any Lender),
make any adjustments to this Agreement that are necessary to reflect such change in Fiscal Year.


 


Article
VI



Negative Covenants


 


The Borrower covenants and agrees with each Lender that, until the
Termination Date, unless the Required Lenders (or, in the case of Section 6.11, the Required Revolving Facility


 




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Lenders voting as a single Class) shall otherwise consent in writing,
the Borrower will not, nor will the Borrower permit any of the Subsidiaries to:


 


Section 6.01       
Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:


 


(a)              
(i)(i) Indebtedness existing or committed on the Closing Date (provided that any such Indebtedness that is in excess
of $5,000,000 shall be set forth on Schedule 6.01) and (ii)(ii) any Permitted Refinancing Indebtedness incurred to Refinance
such Indebtedness (other than intercompany Indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Borrower
or any Subsidiary);


 


(b)              
(i)(i) Indebtedness created hereunder (including pursuant to Section 2.21) and under the other Loan Documents and (ii)(ii) any
Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;


 


(c)              
Indebtedness of the Borrower or any Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes;


 


(d)              
Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit
of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability
insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in
the ordinary course of business or consistent with past practice or industry practices;


 


(e)              
Indebtedness of any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower; provided, that Indebtedness
of any Loan Party owed to any Subsidiary that is not a Loan Party shall be subordinated in right of payment to any Indebtedness otherwise
incurred pursuant to the Loans or the Guarantee of such Guarantor, as the case may be;


 


(f)               
Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations,
in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred
to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry
practices;


 


(g)              
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business or other cash management services, in each case incurred in the ordinary course
of business;


 


(h)              
(i)(i) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged or consolidated with the Borrower or
any Subsidiary after the Closing Date and Indebtedness otherwise assumed by the Borrower or any Subsidiary in connection with the acquisition
of assets or Equity Interests (including a Permitted Business Acquisition or other permitted Investment), where such acquisition, merger
or consolidation is permitted by this Agreement and such assumed Indebtedness was not incurred in contemplation of such acquisition,


 




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merger or consolidation and
(ii)(ii) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness;


 


(i)                
(i)(i) Capitalized Lease Obligations, purchase money or mortgage financings and other Indebtedness incurred by the Borrower
or any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective
property (real or personal, and whether through the direct purchase of property or the Equity Interest of any person owning such property)
permitted under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, in an aggregate
principal amount that immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together
with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(i) (i)(i), would not exceed
the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period,
(ii)(ii) Capitalized Lease Obligations incurred by the Borrower or any Subsidiary to finance (whether prior to or within 270 days
after) the acquisition, lease, construction, repair, replacement or improvement of computer equipment (including servers), storage equipment,
networking equipment and other equipment and similar assets related to the business of the Borrower and the Subsidiaries, (iii)(iii) Capitalized
Lease Obligations incurred by the Borrower or any Subsidiary in connection with the Specified Real Estate Transactions and (iv)(iv) any
Permitted Refinancing Indebtedness in respect of the foregoing;


 


(j)                
(i)(i) Capitalized Lease Obligations and any other Indebtedness incurred by the Borrower or any Subsidiary arising from any
Sale and Lease-Back Transaction that is permitted under Section 6.03, (ii)(ii) Capitalized Lease Obligations or other obligations
or deferrals attributable to capital spending (but not, for the avoidance of doubt, the acquisition of Equity Interests) and (iii)(iii) any
Permitted Refinancing Indebtedness in respect of the foregoing;


 


(k)              
(i)(i) other Indebtedness and Additional Supply Chain Financing Arrangements of the Borrower or any Subsidiary, in an aggregate
principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together
with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(k) or incurred in reliance
on the Incremental Amount on reliance of the proviso below, would not exceed the greater of (x) $230,000,000 and (y) 1.00 times EBITDA
calculated on a Pro Forma Basis for the then most recently ended Test Period (provided that, at the option of the Borrower, amounts available
under this Section 6.01(k) may be reallocated to increase clause (i) of the “Incremental Amount”, which shall be deemed to
be a utilization of this Section 6.01(k) (unless reallocated in accordance with the definition of “Incremental Amount”) provided
that sufficient amounts are available under Section 6.02(ii) if the applicable Indebtedness is secured), and (ii)(ii) any Permitted
Refinancing Indebtedness in respect thereof;


 


(l)                
Indebtedness of the Borrower or any Subsidiary in an aggregate outstanding principal amount up to 200% of the aggregate amount
of capital contributions or other proceeds received after the Closing Date by the Borrower from (x) the issuance or sale of its Qualified
Equity Interests (or Qualified Member Loans) or (y) a cash contribution to its Permitted Equity with the net cash proceeds from the issuance
and sale by Holdings or the Borrower of Permitted Equity (or Qualified Member Loans) or a contribution of cash plus the fair market value
(as determined by the Borrower in good faith) of other property to its equity (in each case of (x) and


 




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(y), other than proceeds from
the sale of Equity Interests to, or contributions from, the Borrower or any of its Subsidiaries), in each case to the extent such capital
contributions or other proceeds do not constitute Permitted Cure Securities and were not included in the calculation of the Cumulative
Credit;


 


(m)            
Guarantees (i)(i) by the Borrower or any Subsidiary Loan Party of any Indebtedness of the Borrower or any Subsidiary Loan
Party permitted to be incurred by it under this Agreement, (ii)(ii) by the Borrower or any Subsidiary Loan Party of Indebtedness
otherwise permitted hereunder of any Subsidiary that is not a Subsidiary Loan Party (other than an Unrestricted Subsidiary) and (iii)(iii) by
any Subsidiary that is not a Subsidiary Loan Party of Indebtedness of another Subsidiary that is not a Subsidiary Loan Party (other than
an Unrestricted Subsidiary); provided that Guarantees by the Borrower or any Subsidiary Loan Party under this Section 6.01(m)
of any other Indebtedness of a person that is subordinated to other Indebtedness of such person shall be expressly subordinated to the
Loan Obligations to at least the same extent as such underlying Indebtedness is subordinated;


 


(n)              
Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase or
acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any Permitted Business
Acquisition, other Investments or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement;


 


(o)              
Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance
obligations and trade-related letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business
or consistent with past practice or industry practices;


 


(p)              
Permitted Supply Chain Obligations that are not Additional Supply Chain Financing Arrangements;


 


(q)              
(i) Indebtedness of the Borrower and its Subsidiaries secured by Liens on Collateral that are Other First Liens, so long as, immediately
after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro
Forma Basis is not greater than the greater of (I) 4.50 to 1.00 and (II) if such Indebtedness is incurred in connection with a Permitted
Business Acquisition (including through a merger or consolidation) or an Investment, where such acquisition, merger, consolidation or
Investment is permitted by this Agreement, the Net First Lien Leverage Ratio in effect immediately prior thereto; provided, that
(x) the aggregate principal amount of Indebtedness outstanding under this clause (q)(i) at such time that is incurred by a Subsidiary
other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness
outstanding pursuant to this Section 6.01(q)(i), Section 6.01(r)(i), Section 6.01(s)(i) and Section 6.01(z)(i)
that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated
on a Pro Forma Basis for the then most recently ended Test Period and (y) the incurrence of any Indebtedness for borrowed money pursuant
to this clause (q)(i) shall be subject to the last paragraph of this Section 6.01, and (ii) any Permitted Refinancing Indebtedness
in respect thereof;


 




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(r)               
(i) Indebtedness of the Borrower and its Subsidiaries secured by Liens on Collateral that are Junior Liens, so long as, immediately
after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, either (A) the Net Secured Leverage Ratio
on a Pro Forma Basis is not greater than the greater of (I) 5.00 to 1.00 and (II) if such Indebtedness is incurred in connection with
a Permitted Business Acquisition (including through a merger or consolidation) or an Investment, where such acquisition, merger, consolidation
or Investment is permitted by this Agreement, the Net Secured Leverage Ratio in effect immediately prior thereto or (B) the Cash Interest
Coverage Ratio on a Pro Forma Basis is not less than the lesser of (I) 2.00 to 1.00 and (II) if such Indebtedness is incurred in connection
with a Permitted Business Acquisition (including through a merger or consolidation) or an Investment, where such acquisition, merger,
consolidation or Investment is permitted by this Agreement, the Cash Interest Coverage Ratio in effect immediately prior thereto; provided,
that (x) the aggregate principal amount of Indebtedness outstanding under this clause (r)(i) at such time that is incurred by a Subsidiary
other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness
outstanding pursuant to Section 6.01(q)(i), this Section 6.01(r)(i), Section 6.01(s)(i) and Section 6.01(z)(i)
that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated
on a Pro Forma Basis for the then most recently ended Test Period and (y) the incurrence of any Indebtedness for borrowed money pursuant
to this clause (r)(i) shall be subject to the last paragraph of this Section 6.01, and (ii) any Permitted Refinancing Indebtedness
in respect thereof;


 


(s)               
(i) Indebtedness of the Borrower and its Subsidiaries that is unsecured or secured by non-Collateral assets, so long as immediately
after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, either (A) the Net Total Leverage Ratio on
a Pro Forma Basis is not greater than the greater of (I) 5.50 to 1.00 and (II) if such Indebtedness is incurred in connection with a Permitted
Business Acquisition (including through a merger or consolidation) or an Investment, where such acquisition, merger, consolidation or
Investment is permitted by this Agreement, the Net Total Leverage Ratio in effect immediately prior thereto or (B) the Cash Interest Coverage
Ratio on a Pro Forma Basis is not less than the lessor of (I) 2.00 to 1.00 and (II) if such Indebtedness is incurred in connection with
a Permitted Business Acquisition (including through a merger or consolidation) or an Investment, where such acquisition, merger, consolidation
or Investment is permitted by this Agreement, the Cash Interest Coverage Ratio in effect immediately prior thereto; provided, that
(x) the aggregate principal amount of Indebtedness outstanding under this clause (s)(i) at such time that is incurred by a Subsidiary
other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness
outstanding pursuant to Section 6.01(q)(i), Section 6.01(r)(i), this Section 6.01(s)(i) and Section 6.01(z)(i)
that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated
on a Pro Forma Basis for the then most recently ended Test Period and (y) the incurrence of any Indebtedness for borrowed money pursuant
to this clause (s)(i) shall be subject to the last paragraph of this Section 6.01, and (ii) any Permitted Refinancing Indebtedness
in respect thereof;


 


(t)                
(i)(i) Indebtedness of Subsidiaries that are not Subsidiary Loan Parties in an aggregate principal amount outstanding that,
immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal
amount of any other Indebtedness outstanding pursuant to this Section 6.01(t), would not exceed the greater of (x) $90,000,000
and (y) 0.40 times EBITDA calculated on a Pro Forma Basis for the


 




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then most recently ended Test
Period and (ii)(ii) any Permitted Refinancing Indebtedness in respect thereof;


 


(u)              
Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the
deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such
obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business
and not in connection with the borrowing of money or any Hedging Agreements;


 


(v)              
Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower or any Subsidiary
(or, to the extent such work is done for the Borrower or the Subsidiaries, any direct or indirect parent thereof) incurred in the ordinary
course of business;


 


(w)            
Indebtedness consisting of Disqualified Stock issued to and held by Holdings, the Borrower or any Subsidiary to the extent such
Indebtedness is subordinated to the Loan Obligations on terms reasonably acceptable to the Administrative Agent;


 


(x)              
obligations in respect of Cash Management Agreements;


 


(y)              
(i)(i) Refinancing Notes and (ii)(ii) any Permitted Refinancing Indebtedness incurred in respect thereof;


 


(z)              
(i) Indebtedness of the Borrower and its Subsidiaries secured by Liens on Collateral that are Other First Liens, secured by
Liens on Collateral that are Junior Liens or secured by Liens on non-Collateral assets or that is unsecured in an aggregate principal
amount outstanding not to exceed at the time of incurrence (a) the Incremental Starter Amount available at such time (giving effect to
any reclassification or reallocation) minus (b) the sum of (1) the aggregate outstanding principal amount of all Incremental Term
Loans and Incremental Revolving Facility Commitments, in each case incurred or established after the Closing Date and outstanding at such
time pursuant to Section 2.21 utilizing clause (i) of the definition of Incremental Amount (after giving effect to any reclassification
or reallocation) and (2) the aggregate outstanding principal amount of any Indebtedness incurred pursuant to this Section 6.01(z);
provided that the aggregate principal amount of Indebtedness outstanding under this clause (z)(i) at such time that is incurred
by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other
Indebtedness outstanding pursuant to Section 6.01(q)(i), Section 6.01(r)(i), Section 6.01(s)(i) and this Section
6.01(z)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of (x) $75,000,000 and (y) 0.33 times
EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period and (y) the incurrence of any Indebtedness for borrowed
money pursuant to this clause (z)(i) shall be subject to the last paragraph of this Section 6.01 and (ii) any Permitted Refinancing
Indebtedness in respect thereof;


 


(aa)           
(i) Indebtedness for working capital purposes of Subsidiaries that are not Subsidiary Loan Parties in an aggregate principal amount
outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, does not exceed
the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma Basis


 




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for the then most recently ended
Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof;


 


(bb)          
(i)(i) Indebtedness of, incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures in an aggregate
principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together
with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(bb), would not exceed the
greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and
(ii)(ii) any Permitted Refinancing Indebtedness in respect thereof;


 


(cc)           
Indebtedness of the Borrower or any Subsidiary to current or former officers, directors and employees thereof or of Holdings or
any other Parent Entity, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests
of the Borrower or Holdings or any other Parent Entity permitted by Section 6.06, in an aggregate amount, together with Indebtedness
permitted by Section 6.01(ii), not exceeding the greater of (x) $35,000,000 and (y) 0.15 times EBITDA calculated on a
Pro Forma Basis for the then most recently ended Test Period;


 


(dd)          
Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation or other similar arrangements
incurred by such person in connection with the Transactions and Permitted Business Acquisitions or any other Investment permitted hereunder;


 


(ee)           
Indebtedness of the Borrower or any Subsidiary to or on behalf of any joint venture (regardless of the form of legal entity) that
is not a Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect
to intercompany self-insurance arrangements) of the Borrower and the Subsidiaries;


 


(ff)             
Indebtedness consisting of (i)(i) the financing of insurance premiums or (ii)(ii) take-or-pay obligations contained in
supply arrangements, in each case, in the ordinary course of business;


 


(gg)          
Indebtedness supported by a Letter of Credit (or a letter of credit issued under any other revolving credit or letter of credit
facility permitted by Section 6.01), in a principal amount not in excess of the amount available under such Letter of Credit (or
letter of credit issued under any other revolving credit or letter of credit facility permitted by Section 6.01);


 


(hh)          
to the extent constituting Indebtedness, obligations incurred in connection with a Specified Real Estate Transaction that is structured
as a Sale and Lease-Back Transaction;


 


(ii)             
Indebtedness consisting of Guarantees of third party loans and advances to officers, directors, employees or consultants of Holdings,
any other Parent Entity, the Borrower or any Subsidiary in connection with such person’s purchase of Equity Interests of Holdings,
any other Parent Entity or the Borrower (or any Person formed to hold Equity Interests in any of the foregoing on behalf of officers,
directors, employees or consultants of the foregoing and their Subsidiaries), in an aggregate amount, together with Indebtedness permitted
by Section 6.01(cc),


 




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not exceeding the greater of
(x) $35,000,000 and (y) 0.15 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;


 


(jj)             
(i) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing or factoring or similar transaction
that is not recourse to the Borrower or any Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings)
and (ii) Standard Securitization Undertakings by the Borrower and its Subsidiaries;


 


(kk)          
all premium (if any, including tender premiums) expenses, defeasance costs, interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described in clauses (a) through (jj) above or (ll) below or refinancings
thereof; and


 


(ll)             
(i) Indebtedness of the Borrower or any of its Subsidiaries in respect of reimbursement obligations under any bi-lateral or syndicated
letter of credit facility in an aggregate principal or face amount at any time outstanding not to exceed the greater of (x) $25,000,000
and (y) 0.10 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period and (ii) any Permitted Refinancing
Indebtedness in respect thereof.


 


Notwithstanding any other term of this Agreement, no Indebtedness may
be incurred by Holdings pursuant to this Section 6.01 unless such Indebtedness is also permitted under Article VIA.


 


For purposes of determining compliance with this Section 6.01
or Section 6.02, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary
currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect
of revolving Indebtedness) on or prior to the Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect
of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the date on which such Indebtedness
was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided that if such Indebtedness
is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness
being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to
have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i)(i) the outstanding or committed
principal amount, as applicable, of such Indebtedness being refinanced plus (ii)(ii) the aggregate amount of fees, underwriting discounts,
premiums (including tender premiums), accrued interest, defeasance costs and other costs and expenses incurred in connection with such
refinancing.


 


Further, for purposes of determining compliance with this Section
6.01:


 


(A)            
Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness (or any portion thereof) described
in Sections 6.01(a) through (ll)


 




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(including, for the avoidance
of doubt, with respect to the clauses set forth in the definition of “Incremental Amount”) but may be permitted in part under
any combination thereof,


 


(B)             
in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted
Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ll) (including, for the avoidance of doubt,
with respect to the clauses set forth in the definition of “Incremental Amount”), the Borrower may, in its sole discretion,
classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any
portion thereof) in any manner that complies with this Section 6.01 and at the time of incurrence, classification or reclassification
will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses
(or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant
to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating
the amount of Indebtedness that may be incurred, classified or reclassified pursuant to any other clause (or portion thereof) at such
time; provided that all Indebtedness outstanding on the Closing Date under this Agreement shall at all times be deemed to have
been incurred pursuant to clause (b) of this Section 6.01, and


 


(C)             
for purposes of calculating the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and the Net Total Leverage Ratio
under Sections 6.01(p), (q), (r) and (s) on any date of incurrence of Indebtedness pursuant to such Sections 6.01(p),
(q), (r) and/or (s) the net cash proceeds funded by financing sources upon the incurrence of such Indebtedness incurred
at such time shall not be netted against the applicable amount of Consolidated Average Debt for purposes of such calculation of the Net
First Lien Leverage Ratio, the Net Secured Leverage Ratio or the Net Total Leverage Ratio, at such time. In addition, with respect to
any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness
shall also be permitted hereunder after the date of such incurrence.


 


This Agreement will not treat (1) unsecured Indebtedness as subordinated
or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior
Indebtedness merely because it has a junior priority with respect to the same collateral.


 


With respect to any Indebtedness for borrowed money incurred under
6.01(h), 6.01(q)(i), 6.01(r)(i) and 6.01(z)(i), (A) if secured by assets that are Collateral shall be subject
to an applicable Intercreditor Agreement, (B) (except in the case of Indebtedness for borrowed money assumed under 6.01(h)) in
the form of term Indebtedness, (1) the stated maturity date of any such Indebtedness shall be no earlier than the Initial Term B Facility
Maturity Date as in effect at the time such Indebtedness is incurred (or in the case of any such Indebtedness that is not secured by a
Lien on the Collateral that are Other First Liens, 91 days following the Initial Term B Facility Maturity Date as in effect at the time
such Indebtedness is incurred) and (2) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining
Weighted Average Life to Maturity of the Initial Term B Loans in effect at the time such Indebtedness is incurred (in each case of (1)
and (2), except for (x) any bridge loan that has no amortization payments and the terms of which provide for an automatic (subject to
customary conditions) extension of the maturity date to a date that is not earlier than the Initial Term B Facility Maturity Date then
in


 




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effect and (y) Indebtedness having an aggregate principal amount outstanding
not exceeding the Inside Maturity Basket, and (C) in the form of revolving Indebtedness, (1) the stated maturity date of any such Indebtedness
shall be no earlier than the Initial Revolving Facility Maturity Date as in effect at the time such Indebtedness is incurred (or in the
case of any such Indebtedness that is not secured by a Lien on the Collateral that are Other First Liens, 91 days following the Revolving
Facility Maturity Date as in effect at the time such Indebtedness is incurred) and (2) the Weighted Average Life to Maturity of such Indebtedness
shall be no shorter than the remaining Weighted Average Life to Maturity of the Revolving Facility Loans in effect at the time such Indebtedness
is incurred.


 


Section 6.02       
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities
of any person) of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof,
except the following (collectively, “Permitted Liens”):


 


(a)              
Liens on property or assets of the Borrower and the Subsidiaries existing on the Closing Date (or created following the Closing
Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to the extent securing Indebtedness
in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 6.02(a) and any modifications, replacements, renewals
or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the Closing Date (and any
Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01) and shall not subsequently apply to
any other property or assets of the Borrower or any Subsidiary other than (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien, and (B) proceeds and products thereof;


 


(b)              
any Lien created under the Loan Documents (including Liens created under the Security Documents securing (x) obligations in
respect of Secured Hedge Agreements and Secured Cash Management Agreements and (y) Permitted Supply Chain Obligations that are not
Additional Supply Chain Financing Arrangements);


 


(c)              
any Lien on any property or asset of any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section
6.01(h); provided that such Lien does not apply to any other property or assets of the Borrower or any of the Subsidiaries
not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds
and products thereof (other than after-acquired property required to be subjected to such Lien pursuant to the terms of such Indebtedness
(and refinancings thereof));


 


(d)              
Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being
contested in compliance with Section 5.03;


 


(e)              
Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested
in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on
its books reserves in accordance with GAAP;


 




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(f)               
(i)(i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers
Liability Act (or any similar act or legislation in other jurisdictions) or any other workers’ compensation, unemployment insurance
and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance
arrangements in respect of such obligations and (ii)(ii) pledges and deposits and other Liens securing liability for reimbursement
or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;


 


(g)              
deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized
Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts,
trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds
or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and
environmental obligations in the ordinary course of business;


 


(h)              
(i)(i) zoning restrictions (including, without limitation, building codes and other land use laws regulating the use or occupancy
of Real Property imposed by any Governmental Authority), easements, survey exceptions, trackage rights, leases (other than Capitalized
Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect
to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances imposed
by law or arising in the ordinary course of business and (ii)(ii) title defects or irregularities or encroachments or survey defects,
in each case that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct
of the business of the Borrower or any Subsidiary;


 


(i)                
Liens securing Indebtedness permitted by Section 6.01(i) or (j); provided that such Liens do not apply to
any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired
or improved with such Indebtedness (or the Indebtedness Refinanced thereby) or sold in the applicable Sale and Lease-Back Transaction,
and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided,
further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender
(and its Affiliates) that comply with the foregoing requirements (it being understood that with respect to any Liens on the Collateral
being incurred under this clause (i) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness
being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted
Refinancing Indebtedness shall also be Junior Liens);


 


(j)                
Liens arising out of Sale and Lease-Back Transactions permitted under Section 6.03, so long as such Liens attach only to
the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related
property;


 




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(k)              
Liens securing judgments that do not constitute an Event of Default under Section 7.01(j);


 


(l)                
[reserved];


 


(m)            
any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in
the ordinary course of business;


 


(n)              
Liens that are contractual rights of set-off (and related pledges) (i)(i) relating to the establishment of depository relations
with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii)(ii) relating to pooled
deposits, sweep accounts, reserve accounts or similar accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary, including with respect to credit card
charge-backs and similar obligations, or (iii)(iii) relating to purchase orders and other agreements entered into with customers,
suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business;


 


(o)              
Liens (i)(i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of
set-off or similar rights, (ii)(ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the
ordinary course of business, (iii)(iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching
to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv)(iv) in respect of Third
Party Funds or (v)(v) in favor of credit card companies pursuant to agreements therewith;


 


(p)              
Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted
under Sections 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of such property)
financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof;


 


(q)              
leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary
course of business not adversely interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as
a whole and not constituting a Disposition of Material Intellectual Property to an Unrestricted Subsidiary or Subsidiary that is not a
Loan Party (other than as otherwise permitted under Section 5.13(ii));


 


(r)               
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;


 


(s)               
Liens solely on any cash earnest money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of
intent or purchase agreement in respect of any Investment permitted hereunder;


 


(t)                
(i)(i) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a Subsidiary
that is not a Loan Party permitted under Section 6.01(t) and (aa) and (ii)(ii) Liens with respect to property or assets
of the applicable joint venture or the Equity Interests of such joint venture securing Indebtedness permitted under Section 6.01(bb)
(it being understood that with respect to any Liens on the Collateral being incurred under this


 




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clause (t)(ii) to secure Permitted
Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens
on such Collateral being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness shall also be Junior Liens);


 


(u)              
Liens on any amounts held by a trustee or agent under any indenture or other debt agreement issued in escrow pursuant to customary
escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption
or defeasance provisions;


 


(v)              
the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;


 


(w)            
agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from
inventory consigned by the Borrower or any of the Subsidiaries pursuant to an agreement entered into in the ordinary course of business;


 


(x)              
Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not
constituting Indebtedness;


 


(y)              
Liens (i)(i) on Equity Interests of, or loans to, joint ventures (A) securing obligations of such joint venture or (B) pursuant
to the relevant joint venture agreement or arrangement and (ii)(ii) on Equity Interests of, or loans to, Unrestricted Subsidiaries;


 


(z)              
Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition
thereof;


 


(aa)           
[reserved];


 


(bb)          
Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned
insurance premiums;


 


(cc)           
in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior
leasehold interest) is subject;


 


(dd)          
Liens securing Indebtedness or other obligation (i)(i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary
Loan Party and (ii)(ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party;


 


(ee)           
Liens (i)(i) securing Indebtedness in respect of Hedging Agreements entered into for non-speculative purposes and (ii)(ii) on
cash or Permitted Investments securing Indebtedness in respect of Hedging Agreements in the ordinary course of business submitted for
clearing in accordance with applicable Requirements of Law;


 


(ff)             
Liens on goods or inventory the purchase, shipment or storage price of which is financed by a commercial letter of credit, bank
guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business;
provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect


 




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of such letter of credit, bank
guarantee or banker’s acceptance to the extent permitted under Section 6.01;


 


(gg)          
Liens on cash, Permitted Investments or non-Collateral Assets securing obligations in respect of Indebtedness incurred pursuant
to Section 6.01(ll);


 


(hh)          
[reserved];


 


(ii)             
(i)(i) Liens on Collateral that are Other First Liens, so long as such Other First Liens secure Indebtedness permitted by
Sections 6.01(b), 6.01(k), 6.01(q), 6.01(y) or 6.01(z) (and, in each case, Permitted Refinancing
Indebtedness in respect thereof), (ii)(ii) Liens on Collateral that are Junior Liens, so long as such Junior Liens secure Indebtedness
permitted by Section 6.01(b), 6.01(k), 6.01(r), 6.01(y) or 6.01(z) (and, in each case, Permitted Refinancing
Indebtedness in respect thereof) and (iii)(iii) Liens on non-Collateral assets, so long as such Liens secure Indebtedness permitted by
Sections 6.01(k), 6.01(s) or 6.01(z) (and in each case, Permitted Refinancing Indebtedness in respect thereof);


 


(jj)             
Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the Borrower
or any of the Subsidiaries in the ordinary course of business;


 


(kk)          
Liens to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent
Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02 (but without reloading
any dollar- or asset-based basket); provided, however, that (v) with respect to any Liens on the Collateral being incurred
under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then such Liens
on such Collateral being incurred under this clause (kk) shall also be Junior Liens, (w) with respect to any Liens on the Collateral being
incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Other First Liens,
then such Liens on such Collateral being incurred under this clause (kk) may also be Other First Liens or Junior Liens, (x) such new Lien
shall be limited to all or part of the same type of property that secured the original Lien (plus improvements on and accessions
to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property
clauses to the extent such assets secured (or would have secured) the Indebtedness being Refinanced), (y) the Indebtedness secured by
such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value,
if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder,
(B) unpaid accrued interest and premium (including tender premiums) and (C) an amount necessary to pay any associated underwriting discounts,
defeasance costs, fees, commissions and expenses, and (z) on the date of the incurrence of the Indebtedness secured by such Liens, the
grantors of any such Liens shall be no different from the grantors of the Liens securing the Indebtedness being Refinanced or grantors
that would have been obligated to secure such Indebtedness;


 


(ll)             
other Liens with respect to property or assets of the Borrower or any Subsidiary which are not Collateral (i) securing obligations
in an aggregate outstanding principal amount that, immediately after giving effect to the incurrence of such Liens, would not exceed the


 




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greater of (x) $10,000,000 and
(y) 0.10 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period plus such additional amounts so long
as immediately after giving effect to the incurrence of such Liens, either (A) the Net Total Leverage Ratio on a Pro Forma Basis is not
greater than the greater of (I) 5.50 to 1.00 and (II) if such Liens are incurred in connection with the acquisition of assets or Equity
Interests (including a Permitted Business Acquisition and including through a merger or consolidation) or an Investment, where such acquisition,
merger, consolidation or Investment is permitted by this Agreement, the Net Total Leverage Ratio in effect immediately prior thereto or
(B) the Cash Interest Coverage Ratio on a Pro Forma Basis is not less than the lessor of (I) 2.00 to 1.00 and (II) if such Liens are incurred
in connection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition and including through a merger
or consolidation) or an Investment, where such acquisition, merger, consolidation or Investment is permitted by this Agreement, the Cash
Interest Coverage Ratio in effect immediately prior thereto or (ii) if the Loan Obligations are secured on an equal and ratable basis
(without regard to the control of remedies) with or are secured prior to the obligations so secured for so long as such obligations are
so secured (which Liens, in the case of this clause (ii), shall be subject to an Intercreditor Agreement);


 


(mm)     
[reserved];


 


(nn)          
Liens on Receivables Assets Incurred in connection with a Qualified Receivables Financing or in a factoring or similar transaction;


 


(oo)          
[reserved]; and


 


(pp)          
Liens securing or relating to any Sale and Lease-Back Transaction in connection with the Specified Real Estate Transactions; provided,
that, (i) such Liens do not, at any time, encumber any property other than the property financed by such Indebtedness or leased pursuant
to such Sale and Lease-Back Transaction, and (ii) such Liens attach to such property concurrently with, or within one hundred and eighty
(180) days after, the consummation of the applicable Specified Real Estate Transaction.


 


For purposes of determining compliance with this Section 6.02,
(A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion
thereof) described in Sections 6.02(a) through (pp) but may be permitted in part under any combination thereof and
(B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories
of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (pp), the Borrower may, in its sole
discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such Lien securing such
item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.02 and at the time of incurrence,
classification or reclassification will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured
by such Lien (or any portion thereof) in one of the above clauses (or any portion thereof) and such Lien securing such item of Indebtedness
(or any portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof)
without giving pro forma effect to such item (or any portion thereof) when calculating the amount of Liens or Indebtedness that may be
incurred, classified or reclassified pursuant to any other clause (or any portion thereof) at such time. In addition, with respect to
any revolving loan


 




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Indebtedness or commitment to incur Indebtedness that is designated
to be incurred on the date of first incurrence of such Indebtedness or Commitment, any Lien that does or that shall secure such Indebtedness
may also be designated by the Borrower or any Subsidiary to be incurred on such date and, in such event, any related subsequent actual
incurrence of such Lien shall be deemed for purposes of Sections 6.01 and 6.02 of this Agreement, without duplication,
to be incurred on such prior date (and on any subsequent date until such commitment is funded or terminated or such election is rescinded),
including for purposes of calculating usage of any Permitted Lien. In addition, with respect to any Lien securing Indebtedness that was
permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure
any Increased Amount of such Indebtedness.


 


Section 6.03       
Sale and Lease-Back Transactions(A). Enter into any arrangement, directly or indirectly, with any person whereby it shall
sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter,
as part of such transaction, 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 (a “Sale and Lease-Back Transaction”); provided that a Sale
and Lease-Back Transaction shall be permitted with respect to (i) Excluded Property (except Excluded Property specified in clause
(i) of the definition thereof with an individual fair market value in excess of $5,000,000), (ii) property owned by any Subsidiary
that is not a Loan Party regardless of when such property was acquired, (iii) property that is the subject of the Specified Real Estate
Transactions and (iv) any real property of the type not described in the preceding clauses (i), (ii) and (iii); provided that in
the case of each of the foregoing clause (iv), such Sale and Lease-Back Transactions shall only be permitted so long as either (a) on
a Pro Forma Basis after giving effect to such Sale and Lease-Back Transaction and the application of the proceeds thereof, the Net Total
Leverage Ratio is less than or equal to 5.50 to 1.00 or (b) the aggregate Net Proceeds from all such Sale and Lease-Back Transactions
shall not exceed the greater of (x) $50,000,000 and (y) 0.22 times EBITDA calculated on a Pro Forma Basis for the then most recently ended
Test Periods.


 


Section 6.04       
Investments, Loans and Advances. Make any Investment, except:


 


(a)              
the Transactions;


 


(b)              
(i)(i) Investments by the Borrower or any Subsidiary in the Equity Interests of the Borrower or any Subsidiary; (ii)(ii) intercompany
loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary; and (iii)(iii) Guarantees by the Borrower or any Subsidiary
of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary; provided that no such Investment under this clause
(b) shall result in any Subsidiary that is not a Loan Party owning Material Intellectual Property;


 


(c)              
Permitted Investments and Investments that were Permitted Investments when made;


 


(d)              
Investments arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for the Disposition of assets
permitted under Section 6.05;


 




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(e)              
loans and advances to officers, directors, employees or consultants of Holdings, any other Parent Entity, the Borrower or any Subsidiary
(i)(i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without
giving effect to any subsequent change in value) not to exceed the greater of (x) $7,500,000 and (y) 0.03 times EBITDA calculated on a
Pro Forma Basis for the then most recently ended Test Period at any time outstanding, (ii)(ii) in respect of payroll payments and
expenses in the ordinary course of business and (iii)(iii) in connection with such person’s purchase of Equity Interests of
the Borrower, Holdings (or any other Parent Entity) solely to the extent that the amount of such loans and advances shall be contributed
to the Borrower in cash as Permitted Equity;


 


(f)               
accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and
any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course
of business;


 


(g)              
Hedging Agreements entered into for non-speculative purposes;


 


(h)              
Investments existing on, or contractually committed as of, the Closing Date and, to the extent such Investment is in an amount
in excess of $5,000,000, set forth on Schedule 6.04 and any extensions, renewals, replacements or reinvestments thereof, so long
as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investment
existing or committed on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment as in existence
on the Closing Date or as otherwise permitted by this Section 6.04);


 


(i)                
Investments resulting from pledges and deposits under Sections 6.02(f), (g), (o), (r), (s),
and (ee);


 


(j)                
loans and advances to suppliers and customers or users of the Borrower or any Subsidiary’s products or customers of distributors
of such products or otherwise in the ordinary course of business;


 


(k)              
Investments constituting Permitted Business Acquisitions;


 


(l)                
intercompany loans between Subsidiaries that are not Loan Parties (other than Unrestricted Subsidiaries) and Guarantees by Subsidiaries
that are not Loan Parties permitted by Section 6.01(m);


 


(m)            
Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes
with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower
or a Subsidiary as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other
transfer of title with respect to any secured Investment in default;


 


(n)              
Investments of a Subsidiary acquired after the Closing Date or of a person merged into or consolidated with the Borrower or a Subsidiary
after the Closing Date, in each case,


 




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(i)(i) to the extent such
acquisition, merger or consolidation is permitted under this Section 6.04 (other than this clause (n), (ii)(ii) in the case
of any acquisition, merger or consolidation, in accordance with Section 6.05 and (iii)(iii) to the extent that such Investments
were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of
such acquisition, merger or consolidation;


 


(o)              
acquisitions by the Borrower of obligations of one or more officers or other employees of Holdings, any other Parent Entity, the
Borrower or any Subsidiary in connection with such officer’s or employee’s acquisition of Equity Interests of the Borrower,
Holdings or any other Parent Entity, so long as no cash is actually advanced by the Borrower or any of the Subsidiaries to such officers
or employees in connection with the acquisition of any such obligations;


 


(p)              
Guarantees by the Borrower or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations
that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business;


 


(q)              
Investments to the extent that payment for such Investments is made with Equity Interests of, or the cash proceeds of the issuance
of Equity Interests of the Borrower, Holdings or any other Parent Entity; provided that the issuance of such Equity Interests,
and the cash proceeds thereof, are not included in any determination of the Cumulative Credit or as a Cure Amount;


 


(r)               
any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with
a Qualified Receivables Financing or in a factoring or similar transaction, including Investments of funds held in accounts permitted
or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness;


 


(s)               
Investments consisting of Restricted Payments permitted under Section 6.06;


 


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


 


(u)              
[reserved];


 


(v)              
Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to this Section 6.04);


 


(w)            
advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms
of the Borrower or any Subsidiary;


 


(x)              
Investments by the Borrower and the Subsidiaries, including loans to any direct or indirect parent of the Borrower, if the Borrower
or any other Subsidiary would otherwise be permitted to make a Restricted Payment in such amount (provided that the amount of any
such


 




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Investment shall also be deemed
to be a Restricted Payment under the appropriate clause of Section 6.06 for all purposes of this Agreement);


 


(y)              
[reserved];


 


(z)              
[reserved];


 


(aa)           
to the extent constituting Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases
of contract rights or licenses or leases of Intellectual Property in each case in the ordinary course of business;


 


(bb)          
the formation of Subsidiaries and Unrestricted Subsidiaries; provided that (x) any capitalization of such Subsidiary or
Unrestricted Subsidiary, as the case may be, must be an Investment otherwise permitted hereunder and (y) such formation shall not be in
violation of Section 5.10;


 


(cc)           
Investments in joint ventures; provided that the aggregate outstanding amount (valued at the time of the making thereof
and without giving effect to any subsequent changes in value) of Investments made after the Closing Date pursuant to this Section 6.04(cc)
shall not exceed the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma Basis for the then most recently ended
Test Period; provided that if any Investment pursuant to this Section 6.04(cc) is made in any person that was not a Subsidiary
on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower,
upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section
6.04(b) and not in reliance on this Section 6.04(cc);


 


(dd)          
Investments in Similar Businesses in an aggregate outstanding amount (valued at the time of the making thereof, and without giving
effect to any subsequent changes in value) not to exceed the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro
Forma Basis for the then most recently ended Test Period; provided that if any Investment pursuant to this Section 6.04(dd)
is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then
such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary,
be deemed to have been made pursuant to Section 6.04(b) and not in reliance on this Section 6.04(dd);


 


(ee)           
Investments in any Unrestricted Subsidiaries after giving effect to the applicable Investments, in an aggregate outstanding amount
(valued at the time of the making thereof, and without giving effect to any subsequent change in value) not to exceed the greater of (x)
$50,000,000 and (y) 0.22 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; provided that
if any Investment pursuant to this Section 6.04(ee) is made in any person that was not a Subsidiary on the date on which such Investment
was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary
and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) and not in reliance on
this Section 6.04(ee);


 




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(ff)             
other Investments so long as, immediately after giving effect to such Investment, the Net First Lien Leverage Ratio on a Pro Forma
Basis would not exceed either (x) 4.50 to 1.00 or (y) the Net First Lien Leverage Ratio in effect immediately prior to giving effect to
such Investment thereto; and


 


(gg)          
Investments to facilitate the Specified Real Estate Transactions in an aggregate amount not to exceed the greater of (x) $40,000,000
and (y) 0.17 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;


 


(hh)          
other Investments in an aggregate amount not to exceed the Cumulative Credit;


 


(ii)             
other Investments in an aggregate outstanding amount not to exceed the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated
on a Pro Forma Basis for the then most recently ended Test Period;


 


(jj)             
Investments (including in joint ventures) in connection with Permitted Reorganizations and IPO Reorganization Transactions; and


 


(kk)          
Investments in joint ventures to the extent required by, or made pursuant to, applicable buy/sell arrangements and/or similar binding
arrangements.


 


Notwithstanding anything to the contrary contained in this Section
6.04, no Investment by Holdings shall be permitted pursuant to this Section 6.04 unless such Investment is also permitted under
Article VIA.


 


The amount of Investments that may be made at any time pursuant to
Section 6.01(ii) may, at the election of the Borrower, be increased by (i)(i)  the amount of Restricted Debt Payments that
could be made at such time under Section 6.09(b)(i)(F) and/or (ii)(ii) the amount of Restricted Payments that could be made
at such time under Section 6.06(j); provided that the amount of each such increase in respect of one of the foregoing sections
shall be treated as having been used under such other section.


 


Any Investment in any person other than the Borrower or a Subsidiary
Loan Party that is otherwise permitted by this Section 6.04 may be made through intermediate Investments in Subsidiaries that are
not Loan Parties (other than Unrestricted Subsidiaries or Receivables Subsidiaries) and such intermediate Investments shall be disregarded
for purposes of determining the outstanding amount of Investments pursuant to any clause set forth above.


 


For purposes of determining compliance with this covenant, (A) an Investment
need not be permitted solely by reference to one category of permitted Investments (or portion thereof) described in the above clauses
but may be permitted in part under any combination thereof and (B) in the event that an Investment (or any portion thereof) meets the
criteria of one or more of the categories of permitted Investments (or any portion thereof) described in the above clauses, the Borrower
may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if made at such later time), such permitted
Investment (or any portion thereof) in any manner that complies with this Section 6.04 and at the time of such Investment, classification
or reclassification will be entitled to only include the amount and type of such Investment (or any


 




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portion thereof) in one of the categories of permitted Investments
(or any portion thereof) described in the above clauses and such Investment (or any portion thereof) shall be treated as having been made
or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion
thereof) when calculating the amount of Investments that may be made, classified or reclassified pursuant to any other clause (or portion
thereof) at such time. Any Investment otherwise permitted under this Section 6.04 will not permit any Investment of the Equity
Interests of any Receivables Subsidiary owned by the Borrower or any Guarantor into any Person other than the Borrower or a Guarantor
that remains a Guarantor (or any person that will become a Guarantor substantially concurrently with such Investment).


 


Section 6.05       
Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any
part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease
or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line
of business of a person, except that this Section 6.05 shall not prohibit:


 


(a)              
(i)(i) Disposition of inventory, or the sale of receivables pursuant to non-recourse factoring arrangements, in each case
in the ordinary course of business by the Borrower or any Subsidiary, (ii)(ii) the acquisition or lease (pursuant to an operating
lease) of any other asset in the ordinary course of business by the Borrower or any Subsidiary or, with respect to operating leases, otherwise
for fair market value on market terms (as determined in good faith by the Borrower), (iii)(iii) the Disposition of surplus, obsolete,
damaged or worn out equipment or other property by the Borrower or any Subsidiary in the ordinary course of business or consistent with
past practice or industry norm or determined in good faith by the Borrower to be no longer used or useful or necessary in the operation
of the business of the Borrower or any Subsidiary, (iv)(iv) [reserved] or (v)(v) the Disposition of Permitted Investments in
the ordinary course of business;


 


(b)              
if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or
would result therefrom, (i)(i) the merger or consolidation of any Subsidiary of the Borrower with or into the Borrower in a transaction
in which the Borrower is the survivor, (ii)(ii) the merger or consolidation of any Subsidiary with or into any other Subsidiary in
a transaction in which the surviving or resulting entity is or becomes a Subsidiary (or, in the case of any merger or consolidation involving
the Borrower or the Euro Borrower, is the Borrower or the Euro Borrower (as applicable)) and, in the case of each of clauses (i) and (ii),
no person other than the Borrower or a Subsidiary receives any consideration (unless otherwise permitted by Section 6.04), (iii)(iii) [reserved],
(iv)(iv) the liquidation or dissolution or change in form of entity of any Subsidiary if the Borrower determines in good faith that
such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the
Lenders, (v)(v) any Subsidiary may merge or consolidate with any other person in order to effect an Investment permitted pursuant
to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary (unless otherwise permitted by Section 6.04),
which shall be the Borrower if such merger or consolidation involves the Borrower (in each case, unless otherwise permitted by Section
6.04) and which together with each of its Subsidiaries shall have complied with any applicable requirements of Section 5.10
or (vi)(vi) any Subsidiary may merge or


 




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consolidate with any other person
in order to effect an Asset Sale otherwise permitted pursuant to this Section 6.05;


 


(c)              
Dispositions to a Subsidiary (upon voluntary liquidation or otherwise);


 


(d)              
Sale and Lease-Back Transactions permitted by Section 6.03;


 


(e)              
Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Payments permitted
by Section 6.06;


 


(f)               
Dispositions of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction;


 


(g)              
other Dispositions of assets; provided that the Net Proceeds thereof, if any, are applied in accordance with Section
2.11(b) to the extent required thereby;


 


(h)              
Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition);
provided that following any such merger, consolidation or amalgamation involving the Borrower, such person is the surviving entity
or the requirements of Section 6.05(o) are otherwise complied with;


 


(i)                
leases, licenses or subleases or sublicenses of any real or personal property or Intellectual Property or assignments of the same
in the ordinary course of business not adversely interfering in any material respect with the business of the Borrower and the Subsidiaries,
taken as a whole; provided that any such license of Intellectual Property does not constitute a Disposition of Material Intellectual
Property to an Unrestricted Subsidiary or Subsidiary that is not a Loan Party;


 


(j)                
Dispositions of inventory or Dispositions or abandonment of Intellectual Property of the Borrower and the Subsidiaries determined
in good faith to be no longer used or useful or necessary, or otherwise to be not material in the operation of the business of the Borrower
or any of the Subsidiaries or no longer economical to maintain in light of its materiality to the operation of such business;


 


(k)              
Dispositions in an amount not to exceed the greater of (x) $25,000,000 and (y) 0.11 times EBITDA calculated on a Pro Forma Basis
for the then most recently ended Test Period during any Fiscal Year which, if not used in any such year, may be carried back to the immediately
preceding Fiscal Year and carried forward to any subsequent Fiscal Year;


 


(l)                
(i)(i) a sale of Receivables Assets, to a Receivables Subsidiary in a Qualified Receivables Financing or in a factoring or
similar transaction and (ii)(ii) a transfer of Receivables Assets (or a fractional undivided interest therein) by a Receivables Subsidiary
in a Qualified Receivables Financing or in a factoring or similar transaction;


 


(m)            
to the extent constituting a Disposition, any termination, settlement or extinguishment of obligations in respect of any Hedging
Agreement;


 




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(n)              
any exchange of assets for services and/or other assets used or useful in a Similar Business of comparable or greater value; provided
that to the extent the consideration received consists of assets, at least 90% of the consideration received by the transferor consists
of assets or services that will be used in a business or business activity permitted hereunder; provided, further, that
no Default or Event of Default has occurred and is continuing or would result therefrom;


 


(o)              
any Subsidiary of the Borrower or any other person (other than Holdings) may be merged, amalgamated or consolidated with or into
the Borrower, provided that (A) the Borrower shall be the surviving entity or (B) if the surviving entity is not the Borrower (such
other person, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the
laws of the United States of America and (2) the Successor Company shall expressly assume all the obligations of the Borrower under this
Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative
Agent (or, at the option of the Successor Company, new Loan Documents in substantially similar form or such other form reasonably satisfactory
to the Administrative Agent);


 


(p)              
Dispositions of the Equity Interests of any Unrestricted Subsidiary;


 


(q)              
Dispositions in connection with refranchising transactions; provided that the Net Proceeds of such Dispositions with a fair
market value (as determined in good faith by the Borrower) in excess of (i) the greater of (x) $5,000,000 and (y) 0.02 times the EBITDA
calculated on a Pro Forma Basis for the then most recently ended Test Period per individual transaction or series of related transactions
or (ii) the greater of (A) $25,000,000 and (B) 0.11 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period in the aggregate for all such transactions during any Fiscal Year shall be subject to Section 2.11(b);


 


(r)               
[reserved];


 


(s)               
Dispositions of non-core assets acquired in connection with a Permitted Business Acquisition or other Permitted Investment or made
to obtain the approval of an anti-trust authority and any Dispositions made to comply with an order of any agency or state authority or
other regulatory body or any applicable law or regulation;


 


(t)                
Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, applicable buy/sell arrangements
and/or similar binding arrangements;


 


(u)              
Dispositions, mergers, consolidations, amalgamations, conveyances, or similar events, in each case, constituting any part of a
Permitted Reorganization or IPO Reorganization Transaction; and


 


(v)              
Dispositions of assets which are not Collateral in an amount not to exceed the greater of (x) $25,000,000 and (y) 0.11 times EBITDA
calculated on a Pro Forma Basis for the then most recently ended Test Period during any Fiscal Year, which, if not used in any year, may
be carried back to the immediately preceding Fiscal Year and carried forward to any subsequent Fiscal Year.


 




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Notwithstanding anything to the contrary contained in Section 6.05
above, no Disposition of assets under Section 6.05(g) or, solely with respect to Sale and Lease-Back Transactions referred
to in clause (b)(y) of Section 6.03, under Section 6.05(d), shall be permitted unless (i) such Disposition is for at
least fair market value (as determined in good faith by the Borrower), or if not for fair market value, the shortfall is permitted as
an Investment under Section 6.04 and (ii) at least 75% of the proceeds of such Disposition (except to Loan Parties) consist
of cash or Permitted Investments; provided that the provisions of this clause (ii) shall not apply to any individual
transaction or series of related transactions involving assets with a fair market value (as determined in good faith by the Borrower)
of less than the greater of (x) $25,000,000 and (y) 0.11 times EBITDA calculation on a Pro Forma basis for the then most recently ended
Test Period or to other transactions involving assets with a fair market value (as determined in good faith by the Borrower) of not more
than the greater of (x) $50,000,000 and (y) 0.22 times EBITDA calculated on a Pro Forma basis for the then most recently ended Test Period
in the aggregate for all such transactions during any Fiscal Year; provided, further, that for purposes of this clause (ii),
each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s
most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in
connection with such transaction, (b) any notes or other obligations or other securities or assets received by the Borrower or such
Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to
the extent of the cash received), (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in
such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated
Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $75,000,000
and (y) 0.33 times EBITDA calculated on a Pro Forma basis for the most recently ended Test Period (with the fair market value of each
item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value),
(d) the amount of Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of the Asset Sale, to the extent that Holdings,
the Borrower and each Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Asset Sale and
(e) consideration consisting of Indebtedness of the Borrower or a Subsidiary (other than Indebtedness that is subordinated in right of
payment to the Loan Obligations) received from persons who are not Holdings, the Borrower or a Subsidiary in connection with the Asset
Sale and that is cancelled. For purposes of this Section 6.05, the fair market value of any assets Disposed of by the Borrower
or any Subsidiary shall be determined in good faith by the Borrower and may be determined either, at the option of the Borrower, at the
time of such Disposition or as of the date of the definitive agreement with respect to such Disposition.


 


For purposes of determining compliance with this Section 6.05,
(A) a Disposition need not be permitted solely by reference to one category of permitted Disposition (or any portion thereof) described
in this Section 6.05 but may be permitted in part under any combination thereof and (B) in the event that a Disposition (or any
portion thereof) meets the criteria of one or more of the categories of permitted Disposition (or any portion thereof) described this
Section 6.05, the Borrower may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if
incurred at such later time) such Disposition (or any portion thereof) in any manner that complies with this Section 6.05 and at
the time of such Disposition, classification or reclassification will be entitled to only include the amount and type of such Disposition
(or any portion thereof) in one of


 




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the above clauses (or any portion thereof) and such Disposition (or
any portion thereof) will be treated as being made or existing pursuant to only such clause or clauses (or any portion thereof) without
giving pro forma effect to such item (or any portion thereof) when calculating the amount of Dispositions that may be made, classified
or reclassified pursuant to any other clause (or portion thereof) at such time.


 


Notwithstanding the foregoing, in no event shall any Loan Party be
permitted to dispose of any Material Intellectual Property, whether as a Disposition, Investment, Restricted Payment or otherwise, except
in the ordinary course of such Loan Party’s business.


 


Section 6.06       
Dividends and Distributions. Declare or pay any dividend or make any other distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and
distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the
person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit
any Subsidiary to purchase or acquire) any of the Borrower’s or its Subsidiaries’ Equity Interests or set aside any amount
for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming,
purchasing, retiring or acquiring such shares) (all of the foregoing, “Restricted Payments”); provided, however,
that:


 


(a)              
Restricted Payments may be made to the Borrower or any Subsidiary of the Borrower (but, in the case of non-Wholly Owned Subsidiaries,
to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of
such Subsidiary only on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their
relative ownership interests);


 


(b)              
Restricted Payments may be made in respect of (i)(i) general corporate operating and overhead, legal, accounting and other
professional fees and expenses of the Borrower, Holdings or any other Parent Entity, (ii)(ii) fees and expenses related to any public
offering or private placement of Equity Interests or Indebtedness of the Borrower, Holdings or any other Parent Entity, whether or not
consummated, (iii)(iii) franchise and similar Taxes and other fees and expenses in connection with the maintenance of the Borrowers’,
Holdings’ (or any other Parent Entity’s) existence and Holdings’ (or any other Parent Entity’s indirect) ownership
of the Borrower, (iv)(iv) payments permitted by Section 6.07(b) (other than Section 6.07(b)(vii)), (v)(v) (a)
in respect of any taxable period for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined, affiliated,
unitary or similar Tax group for U.S. federal and/or applicable state, local or foreign Tax purposes of which a direct or indirect parent
of the Borrower is the common parent, or for which the Borrower is a disregarded entity for U.S. federal income Tax purposes that is wholly
owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state, local or foreign Tax purposes, Restricted
Payments to any direct or indirect parent of the Borrower in an amount not to exceed the amount of any U.S. federal, state, local and/or
foreign income Taxes that the Borrower and/or its Subsidiaries, as applicable, would have paid for such taxable period had the Borrower
and/or its Subsidiaries, as applicable, been a stand-alone taxpayer or a stand-alone group reduced by any such Taxes paid or to be paid
directly by the Borrower or its Subsidiaries; provided that any such Restricted Payments attributable to Tax liability in respect of income
of an Unrestricted Subsidiary shall be permitted only to the extent


 




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that cash distributions or payments
were made by such Unrestricted Subsidiary (or another Unrestricted Subsidiary) to the Borrower or one of its Subsidiaries for such purpose
in an aggregate amount that the Borrower determines in its reasonable discretion is necessary to pay such Tax liability on behalf of such
Unrestricted Subsidiary, and (b) in respect of any taxable period for which the Borrower is a partnership or disregarded entity for U.S.
federal and/or applicable state, local or foreign Tax purposes (other than a disregarded entity that is wholly owned (directly or indirectly)
by a C corporation for U.S. federal and/or applicable state, local or foreign Tax purposes), Restricted Payments to any direct or indirect
owner of the Borrower, on a pro rata basis, in an amount necessary to permit such person (or, if such person is a pass-through entity
for U.S. federal income tax purposes, its direct or indirect owners) (I) to pay its U.S. federal, state, local and/or foreign income Taxes
(as applicable) attributable to the taxable income of Borrower and its Subsidiaries (notwithstanding the differing actual tax liabilities
of, and disproportionate allocation of taxable income to, such direct or indirect owners, pursuant to Section 704(c) of the Internal Revenue
Code of 1986, as amended (the “Internal Revenue Code”) or otherwise) with respect to such taxable period (assuming that each
owner is subject to Tax at the highest combined marginal federal, state and/or, local income Tax rate applicable to any owner for such
taxable period and taking into account the deductibility of state and local income Taxes for U.S. federal income Tax purposes (and any
limitations thereon), any losses of the Borrower and its Subsidiaries that are available to reduce taxable income (taking into account
the limitations on the use of net operating losses by taxable corporations), and the character of any income, gain or loss; but not taking
into account any basis step-ups under Section 734(b) or Section 743(b) of the Code and (II) without duplication of clause (I), to comply
with obligations of the Borrower, Holdings or any other Parent Entity under any customary (as determined by the Borrower in good faith)
“tax receivable agreement” established in connection with a Qualified IPO of the Borrower, Holdings or such other Parent Entity
(assuming that each owner has such obligation under any such tax receivable agreement); provided that (x) Restricted Payments under
clause (II) shall be permitted with respect to such taxable period only to the extent that the Restricted Payments under clause (I) with
respect to such taxable period are insufficient for Holdings or the applicable Parent Entity to comply with its obligations under any
such tax receivable agreement and (y) any accelerated lump sum amount payable under such tax receivable agreement by reason of any early
termination of any such tax receivable agreement or otherwise shall not be permitted under clause (II) to the extent such amount exceeds
the amount that would have been payable under such tax receivable agreement in the absence of such acceleration and (vi)(vi) customary
salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors, employees and consultants of
the Borrower, Holdings or any other Parent Entity, in each case in order to permit the Borrower, Holdings or any other Parent Entity to
make such payments; provided that in the case of subclauses (i) and (iii), the amount of such Restricted Payments shall not exceed
the portion of any amounts referred to in such subclauses (i) and (iii) that are allocable to the Borrower and the Subsidiaries (which
(x) shall be 100% at any time that, as the case may be, (1) Holdings owns no material assets other than the Equity Interests of the Borrower
and assets incidental to such equity ownership or (2) any other Parent Entity owns directly or indirectly no material assets other than
Equity Interests of the Borrower and any other Parent Entity and assets incidental to such equity ownership and (y) in all other cases
shall be as determined in good faith by the Borrower);


 


(c)              
Restricted Payments may be made to the Borrower or Holdings, the proceeds of which are used to purchase or redeem the Equity Interests
of the Borrower, Holdings or any other Parent Entity (including related stock appreciation rights or similar securities) held by


 




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future, current or former directors,
consultants, officers, members of management or employees (and their respective estates, heirs, family members, spouses, domestic partners,
former spouses or former domestic partners) of Holdings, any other Parent Entity, the Borrower or any of the Subsidiaries pursuant to
any Plan or any shareholders’ or limited liability company agreement then in effect upon such person’s death, disability,
retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or
related rights were issued or otherwise; provided that the aggregate amount of such purchases or redemptions under this clause
(c) purchased other than upon such person’s death, disability, retirement or termination of employment or pursuant to any Plan
or stock rights agreement shall not exceed in any Fiscal Year, which, if not used in any Fiscal Year, may be carried back to the immediately
preceding Fiscal Year and carried forward to any subsequent Fiscal Year, the sum of (1) (i) prior to a Qualified IPO, the greater of (x)
$30,000,000 and (y) 0.13 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period and (ii) following
a Qualified IPO, the greater of (x) $40,000,000 and (y) 0.17 times EBITDA calculated on a Pro Forma Basis for the then most recently ended
Test Period, plus (2) the amount of net proceeds contributed to the Borrower that were received by the Borrower, Holdings
or any other Parent Entity during such Fiscal Year from sales of Equity Interests of the Borrower, Holdings or any other Parent Entity
to directors, consultants, officers or employees of Holdings any other Parent Entity, the Borrower or any Subsidiary in connection with
permitted employee compensation and incentive arrangements (provided that such proceeds are not included in any determination of
the Cumulative Credit), plus (3) the amount of net proceeds of any key-man life insurance policies received during such Fiscal Year,
plus (4) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings, any other
Parent Entity, the Borrower or the Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Equity
Interests; provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary from officers, directors
and members of management of Holdings, any other Parent Entity, the Borrower or the Subsidiaries in connection with a repurchase of Equity
Interests of the Borrower, Holdings or any other Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this
Section 6.06;


 


(d)              
any person may make non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests
represent a portion of the exercise price of such options;


 


(e)              
Restricted Payments may be made in an aggregate amount equal to a portion of the Cumulative Credit on the date of such election
that the Borrower elects to apply to this Section 6.06(e);


 


(f)               
[reserved;]


 


(g)              
Restricted Payments may be made to pay, or to allow the Borrower, Holdings or any other Parent Entity to make payments, in cash,
in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of
any such person;


 


(h)              
after a Qualified IPO, Restricted Payments may be made to pay, or to allow the Borrower, Holdings or any other Parent Entity to
pay, dividends and make distributions to, or


 




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repurchase or redeem shares
from, its equity holders in an amount per annum equal to the sum of (x) 6% of the net cash proceeds received from such Qualified IPO plus
(y) 6% of the Market Capitalization;


 


(i)                
Restricted Payments may be made to the Borrower, Holdings or any other Parent Entity to finance any Investment that if made by
the Borrower or any Subsidiary directly would be permitted to be made pursuant to Section 6.04; provided that (A) such Restricted
Payment shall be made substantially concurrently with the closing of such Investment, (B) such parent shall, immediately following the
closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Subsidiary
(other than an Unrestricted Subsidiary) or (2) the merger, consolidation or amalgamation (to the extent permitted in Section 6.05)
of the person formed or acquired into the Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment,
in each case, in accordance with the requirements of Section 5.10 and (C) such Investment shall not be included in the calculation
of the Cumulative Credit;


 


(j)                
other Restricted Payments may be made in an aggregate amount not to exceed the greater of (i) $40,000,000 and (ii) 0.17 times EBITDA
calculated on a Pro Forma Basis for the then most recently ended Test Period during any Fiscal Year which, if not used in any such year,
may be carried back to the immediately preceding Fiscal Year and carried forward to any subsequent Fiscal Year;


 


(k)              
[reserved];


 


(l)                
the Specified Dividend;


 


(m)            
other Restricted Payments may be made; provided that no Event of Default has occurred and is continuing or would result
therefrom and after giving effect to such Restricted Payment, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed
3.75 to 1.00;


 


(n)              
Restricted Payments may be made in respect of purchases of receivables pursuant to a Receivables Repurchase Obligation in connection
with a Qualified Receivables Financing or in a factoring or similar transaction and the payment or distribution of Receivables Fees;


 


(o)              
Restricted Payments constituting any part of a Permitted Reorganization or IPO Reorganization Transaction; and


 


(p)              
Restricted Payments constituting Equity Interests of, or Indebtedness owed to the Borrower or a Subsidiary by, an Unrestricted
Subsidiary (or a Subsidiary that owns an Unrestricted Subsidiary so long as such Subsidiary owns no assets other than Equity Interests
of an Unrestricted Subsidiary); provided that the primary asset of such Unrestricted Subsidiary is not cash or cash equivalents.


 


Notwithstanding anything herein to the contrary the foregoing provisions
of this Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any redemption, purchase, defeasance
or other payment within 60 days after the date of declaration


 




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thereof or the giving of notice, as applicable, if at the date of declaration
or the giving of such notice such payment would have complied with the provisions of this Agreement.


 


For purposes of determining compliance with this Section 6.06,
(A) a Restricted Payment need not be permitted solely by reference to one category of permitted Restricted Payments (or any portion thereof)
described in this Section 6.06 but may be permitted in part under any combination thereof and (B) in the event that a Restricted
Payment (or any portion thereof) meets the criteria of one or more of the categories of permitted Restricted Payments (or any portion
thereof) described this Section 6.06, the Borrower may, in its sole discretion, classify or reclassify, or later divide, classify
or reclassify (as if incurred at such later time) such Restricted Payment (or any portion thereof) in any manner that complies with this
Section 6.06 and at the time of such Restricted Payment, classification or reclassification will be entitled to only include the
amount and type of such Restricted Payment (or any portion thereof) in one of the above clauses (or any portion thereof) and such Restricted
Payment (or any portion thereof) will be treated as being made or existing pursuant to only such clause or clauses (or any portion thereof)
without giving pro forma effect to such item (or any portion thereof) when calculating the amount of Restricted Payments that may be made,
classified or reclassified pursuant to any other clause (or portion thereof) at such time.


 


Section 6.07       
Transactions with Affiliates. (a)(a) Sell or transfer any property or assets to, or purchase or acquire any property
or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than Holdings, the Borrower and the Subsidiaries
or any person that becomes a Subsidiary as a result of such transaction) in a transaction (or series of related transactions) involving
aggregate consideration in excess of the greater of (x) $15,000,000 and (y) 0.07 times EBITDA calculated on a Pro Forma Basis for the
then most recently ended Test Periods, unless such transaction is (i)(i) otherwise permitted (or required) under this Agreement or
(ii)(ii) upon terms that are substantially no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained
in a comparable arm’s-length transaction with a person that is not an Affiliate, as determined by the Board of Directors of the
Borrower or such Subsidiary in good faith.


 


(b)              
The foregoing clause (a) shall not prohibit, to the extent otherwise permitted under this Agreement,


 


(i)                
any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of the
Borrower (or Holdings or any other Parent Entity),


 


(ii)             
loans or advances to employees or consultants of Holdings (or any other Parent Entity), the Borrower or any of the Subsidiaries
in accordance with Section 6.04(e), or the Guarantee of loans to any such employees or consultants in accordance with Section
6.01(b)(ii),


 


(iii)           
transactions among the Borrower or any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction (including
via merger,


 




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consolidation or amalgamation
in which the Borrower or a Subsidiary is the surviving entity),


 


(iv)            
(A) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of Holdings,
any other Parent Entity, the Borrower and the Subsidiaries in the ordinary course of business or for payment in connection with services
rendered not otherwise prohibited hereunder (limited, in the case of any Parent Entity, to the portion of such fees and expenses that
are allocable to the Borrower and its Subsidiaries (which (x) shall be 100% for so long as such Parent Entity owns no assets other than
the Equity Interests of the Borrower, Holdings or any other Parent Entity and assets incidental to the ownership of the Borrower and the
Subsidiaries and (y) in all other cases, shall be as determined in good faith by management of the Borrower (or Holdings or any other
Parent Entity)) and (B) the payment of expenses and indemnities to the BDT Investor in connection with its ownership and management of
the Borrower and its Subsidiaries,


 


(v)              
if applicable, the Transactions and any transactions pursuant to the Loan Documents and permitted transactions, agreements and
arrangements in existence on the Closing Date and, to the extent involving aggregate consideration in excess of $5,000,000, set forth
on Schedule 6.07 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement
is not adverse to the Lenders when taken as a whole in any material respect (as determined by the Borrower in good faith),


 


(vi)            
(A) any employment agreements entered into by the Borrower or any of the Subsidiaries in the ordinary course of business, (B) any
subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights
with employees, officers or directors, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar
insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto,


 


(vii)         
Restricted Payments permitted under Section 6.06, including payments to the Borrower, Holdings (and any other Parent Entity),
and Investments permitted under Section 6.04,


 


(viii)       
any purchase by Holdings of the Equity Interests of the Borrower; provided that any Equity Interests of the Borrower purchased
by Holdings (prior to a Qualified IPO of the Borrower) shall be pledged to the Collateral Agent (the relevant certificates or other instruments
(if any) representing such Equity Interests shall be delivered to the Collateral Agent) on behalf of the Lenders to the extent required
by the Security Agreement,


 


(ix)            
payments by the Borrower or any of the Subsidiaries to the BDT Investor made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities, including in connection with acquisitions


 




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or divestitures, which
payments are approved by the majority of the Board of Directors of the Borrower (or Holdings or any other Parent Entity) or of the Borrower
in good faith,


 


(x)              
transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of
business,


 


(xi)            
any transaction in respect of which the Borrower or any Subsidiary delivers to the Administrative Agent a letter addressed to the
Board of Directors of the Borrower (or Holdings or any other Parent Entity) or of any Subsidiary from an accounting, appraisal or investment
banking firm, in each case of nationally recognized standing that is in the good faith determination of the Borrower (or Holdings or any
other Parent Entity) or any Subsidiary, as applicable, qualified to render such letter, which letter states that (i) such transaction
is on terms that are substantially no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable
arm’s-length transaction with a person that is not an Affiliate or (ii) such transaction is fair to the Borrower or such Subsidiary,
as applicable, from a financial point of view,


 


(xii)         
the payment of all fees, expenses, bonuses and awards related to the Transactions, including fees to the BDT Investor,


 


(xiii)       
transactions with joint ventures for the purchase or sale of goods, equipment, products, parts and services entered into in the
ordinary course of business or consistent with past practice or industry norm,


 


(xiv)        
the issuance, sale or transfer of Equity Interests of any Subsidiary to the Borrower (or of the Borrower to Holdings) and capital
contributions by Holdings to the Borrower (or by the Borrower to any Subsidiary),


 


(xv)          
the issuance of Equity Interests of Holdings or any other Parent Entity to the management of Holdings, any other Parent Entity,
the Borrower or any Subsidiary in connection with the Transactions,


 


(xvi)        
payments by Holdings (or any other Parent Entity), the Borrower and the Subsidiaries pursuant to a Tax sharing agreement or arrangement
(whether written or as a matter of practice) that complies with clause (v) of Section 6.06(b),


 


(xvii)     
any transaction effected as part of a Qualified Receivables Financing,


 


(xviii)   
payments, loans (or cancellation of loans) or advances to employees or consultants that are (i) approved by a majority of the Disinterested
Directors of the Borrower (or Holdings or any other Parent Entity) or any Subsidiary in good faith, (ii) made in compliance with applicable
law and (iii) otherwise permitted under this Agreement,


 


(xix)        
transactions with customers, clients or suppliers, or purchasers or sellers of goods or services, in each case in the ordinary
course of business or consistent with past practice or industry norm otherwise in compliance with the terms of this


 




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Agreement that are
fair to the Borrower or its Subsidiaries (in the good faith determination of the Borrower (or Holdings or any other Parent Entity)),


 


(xx)          
transactions between the Borrower or any of the Subsidiaries and any person, a director of which is also a director of the Borrower
or any direct or indirect parent company of the Borrower; provided, however, that (A) such director abstains from voting
as a director of the Borrower or such direct or indirect parent company, as the case may be, on any matter involving such other person
and (B) such person is not an Affiliate of the Borrower for any reason other than such director’s acting in such capacity,


 


(xxi)        
transactions permitted by, and complying with, the provisions of Section 6.05,


 


(xxii)     
intercompany transactions undertaken in the good faith determination of the Borrower for the purpose of improving the consolidated
Tax efficiency of the Borrower and its Subsidiaries and not for the purpose of circumventing any covenant set forth herein, and


 


(xxiii)   
transactions constituting any part of a Permitted Reorganization or IPO Reorganization Transaction.


 


Section 6.08       
[Reserved].


 


Section 6.09       
Limitation on Payments and Modifications of Indebtedness. (a)(a) Amend or modify in any manner materially adverse to
the Lenders when taken as a whole (as determined in good faith by the Borrower), or grant any waiver or release under or terminate in
any manner (if such granting or termination shall be materially adverse to the Lenders when taken as a whole (as determined in good faith
by the Borrower)), the articles or certificate of incorporation, by-laws, limited liability company operating agreement, partnership agreement
or other organizational or constitutive documents of the Borrower, the Euro Borrower or any of the Subsidiary Loan Parties.


 


(b)              
(i) Make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of, or in respect
of, principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination
in respect of any Junior Financing in excess of the greater of (x) $10,000,000 and (y) 0.04 times EBITDA calculated on a Pro Forma Basis
for the then most recently ended Test Period (a “Restricted Debt Payment”), except for:


 


(A)            
Refinancings with any Indebtedness permitted to be incurred under Section 6.01 (which, to the extent such Indebtedness being
refinanced is secured by Junior Liens, such refinancing Indebtedness shall be unsecured or secured on a junior lien basis);


 


(B)             
payments of regularly-scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments
of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing of the Borrower or any
Subsidiary from constituting


 




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“applicable high
yield discount obligations” within the meaning of Section 163(i)(l) of the Code, and, to the extent this Agreement is then in effect,
principal on the scheduled maturity date of any Junior Financing (or within twelve months thereof);


 


(C)             
Restricted Debt Payments with the proceeds contributed to the Borrower or any of its Subsidiaries from the issuance, sale or exchange
by Holdings (or any other Parent Entity) of Equity Interests that are not Disqualified Stock made within eighteen months prior thereto;
provided that such proceeds are not included in any determination of the Cumulative Credit or as a Cure Amount;


 


(D)            
[reserved];


 


(E)             
Restricted Debt Payments prior to any scheduled maturity made, in an aggregate amount, not to exceed the portion of the Cumulative
Credit on the date of such election that the Borrower elects to apply to this Section 6.09(b)(i)(E);


 


(F)             
other Restricted Debt Payments in an aggregate amount (valued at the time of the making thereof and without giving effect to any
subsequent change in value) not to exceed the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated on a Pro Forma Basis for
the then most recently ended Test Period;


 


(G)            
conversion of Junior Financing to, or prepayments or redemptions with the proceeds of, Qualified Equity Interests, that do not
increase the Cumulative Credit or as a Cure Amount;


 


(H)            
[reserved]; and


 


(I)               
other Restricted Debt Payments; provided that no Event of Default has occurred and is continuing or would result therefrom
and, after giving effect to such payment or distribution, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 4.00
to 1.00; or


 


(ii)             
Amend or modify, or permit the amendment or modification of, any provision of any Junior Financing that constitutes Material Indebtedness,
or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that (A) are not materially
adverse to the interests of the Lenders when taken as a whole (as determined in good faith by the Borrower) and that do not affect the
subordination or payment provisions thereof (if any) in a manner materially adverse to the interests of the Lenders when taken as a whole
(as determined in good faith by the Borrower) or (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness.”


 


The amount of Restricted Debt Payments that may be made at any time
pursuant to Section 6.09(b)(i)(F) may, at the election of the Borrower, be increased by the amount of Restricted Payments that
could be made at such time under Section 6.06(j); provided that the amount of each


 




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such increase in respect of Section 6.06(j) shall be treated
as having been used under Section 6.06(j).


 


For purposes of determining compliance with this Section 6.09(b),
(A) a Restricted Debt Payment need not be permitted solely by reference to one category of permitted Restricted Payments (or any portion
thereof) described in this Section 6.09(b) but may be permitted in part under any combination thereof and (B) in the event that
a Restricted Debt Payment (or any portion thereof) meets the criteria of one or more of the categories of permitted Restricted Payments
(or any portion thereof) described this Section 6.09(b), the Borrower may, in its sole discretion, classify or reclassify, or later
divide, classify or reclassify (as if incurred at such later time) such Restricted Debt Payment (or any portion thereof) in any manner
that complies with this Section 6.09(b) and at the time of such Restricted Debt Payment, classification or reclassification will
be entitled to only include the amount and type of such Restricted Debt Payment (or any portion thereof) in one of the above clauses (or
any portion thereof) and such Restricted Debt Payment (or any portion thereof) will be treated as being made or existing pursuant to only
such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or any portion thereof) when calculating
the amount of Restricted Debt Payments that may be made, classified or reclassified pursuant to any other clause (or portion thereof)
at such time.


 


(c)              
Permit any Subsidiary Loan Party to enter into any agreement or instrument that by its terms restricts the granting of Liens by
the Borrower or such Subsidiary Loan Party pursuant to the Security Documents, in each case other than those arising under any Loan Document,
except, in each case, restrictions existing by reason of:


 


(A)            
restrictions imposed by applicable law;


 


(B)             
contractual encumbrances or restrictions in effect on the Closing Date, including under Indebtedness existing on the Closing Date
that is permitted under Section 6.01(a) or any agreements related to any Permitted Refinancing Indebtedness in respect of any such
Indebtedness and, in each case, any similar contractual encumbrances or restrictions and any amendment, modification, supplement, replacement
or refinancing of such agreements or instruments that does not materially expand the scope of any such encumbrance or restriction (as
determined in good faith by the Borrower);


 


(C)             
any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests
or assets of a Subsidiary pending the closing of such sale or disposition;


 


(D)            
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the
ordinary course of business;


 


(E)             
any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such
restrictions apply only to the property or assets securing such Indebtedness;


 




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(F)             
any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.01 or Permitted Refinancing
Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions
contained in this Agreement or are market terms at the time of issuance (in each case as determined in good faith by the Borrower);


 


(G)            
customary provisions contained in leases or licenses of Intellectual Property and other similar agreements entered into in the
ordinary course of business;


 


(H)            
customary provisions restricting subletting or assignment of any lease governing a leasehold interest;


 


(I)               
customary provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(J)               
customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of
any asset permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition;


 


(K)            
customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien
and such restrictions or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions are
not created for the purpose of avoiding the restrictions imposed by this Section 6.09;


 


(L)             
customary net worth provisions contained in Real Property leases entered into by Subsidiaries, so long as the Borrower has determined
in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and the Subsidiaries
to meet their ongoing obligations;


 


(M)           
any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation
of such person becoming a Subsidiary;


 


(N)            
restrictions in agreements representing Indebtedness permitted under Section 6.01 of a Subsidiary that is not a Subsidiary
Loan Party;


 


(O)            
customary restrictions contained in leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted
hereby as long as such restrictions relate to the Equity Interests and assets subject thereto;


 


(P)             
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;


 




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(Q)            
(i) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided,
that such restrictions apply only to such Receivables Subsidiary and (ii) Standard Securitization Undertakings; and


 


(R)             
any encumbrances or restrictions of the type referred to in Sections 6.09(c)(i) and 6.09(c)(ii) above imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or similar
arrangements to the contracts, instruments or obligations referred to in clauses (A) through (Q) above; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or similar arrangements are, in
the good faith judgment of the Borrower, not materially more restrictive with respect to such dividend and other payment restrictions
than those contained in the dividend or other payment restrictions as contemplated by such provisions prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar arrangement.


 


Section 6.10       
[Reserved].


 


Section 6.11       
Financial Covenant. With respect to the Revolving Facility only, permit the Net First Lien Leverage Ratio as of the last
day of any fiscal quarter (beginning with theother
than, so long as a Covenant Waiver Termination Event shall not have occurred, any fiscal quarter ending June
30, 2021during the Covenant Waiver Period), solely
to the extent that on such date the Testing Condition is satisfied, to exceed 7.00 to 1.0.;
provided that upon the occurrence of a Covenant Waiver Termination Event, the Financial Covenant shall be tested for the fiscal quarter
then most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b);
provided, further, that if the Borrower fails to comply with the Financial Covenant for such fiscal quarter, the Borrower shall have the
right to cure such non-compliance in accordance with Section 7.03 (as if the date on which the Covenant Waiver Termination Event occurs
were the date the Compliance Certificate was required to have been delivered pursuant to Section 5.04(c) for such fiscal quarter) (it
being understood and agreed that any proceeds of unsecured borrowings under any BDT Loan Agreement that are applied to reduce the Revolving
Facility Credit Exposure (without a corresponding reduction of the Revolving Facility Commitments) on or prior to the Cure Expiration
Date for such fiscal quarter shall be deemed to constitute a Cure Amount for purposes of Section 7.03) (any such cure exercised pursuant
to this proviso, a “BDT Loan Agreement Cure”; provided, further, that in the event that the Borrower exercises a BDT Loan
Agreement Cure, the reference to “$250,000,000” in Section 4.01(f) shall be automatically replaced with “$200,000,000”).


 


For
purposes of this Section 6.11, unless otherwise agreed in writing by the Borrower and the Required Revolving Facility Lenders (but without
the consent of the Required Lenders or any other Lender), the following terms shall have the meanings specified below:


 


“BDT
Loan Agreements” means the BDT November Loan Agreement, the BDT December Loan Agreement and any other loan agreement evidencing,
or providing for the 


 




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incurrence
of, Indebtedness by the Borrower or any of its Restricted Subsidiaries from the BDT Investor.


 


“BDT
December Loan Agreement” means that certain Loan Agreement dated as of December 11, 2022, by and between the Borrower, as borrower,
and the lenders party thereto, as amended, restated, supplemented or otherwise modified and in effect.


 


“BDT
November Loan Agreement” means that certain Loan Agreement dated as of November 8, 2022, by and between the Borrower, as borrower,
and the lenders party thereto, as amended, restated, supplemented or otherwise modified and in effect.


 


“Covenant
Waiver Period” means the period from and after the Fourth Amendment Effective Date to and including the day immediately preceding
the last day of the fiscal quarter ending June 30, 2023 (which day is, for the avoidance of doubt, June 29, 2023).


 


“Covenant
Waiver Termination Event” means the occurrence of any of the following conditions during the Covenant Waiver Period: (a) the Take-Private
Transaction and the Specified Equity Contribution shall not have both occurred (x) with respect to the Take-Private Transaction, on or
before the earlier of (i) the date required for the Take-Private Transaction to occur under the Take-Private Transaction Agreement and
(ii) June 29, 2023 (in each case, or such later date as the Administrative Agent shall agree in writing in its sole discretion (it being
understood and agreed that if the Take-Private Transaction shall not occur by such later date then the condition described in this clause
(a) shall be deemed to have occurred as of the last day of the Covenant Waiver Period for the purpose of determining whether a Covenant
Waiver Termination Event has occurred)) and (y) with respect to the Specified Equity Contribution, on or before the earlier of (i) the
date that is 30 calendar days after the consummation of the Take-Private Transaction and (ii) June 29, 2023 (in each case, or such later
date as the Administrative Agent shall agree in writing in its sole discretion (it being understood and agreed that if the Specified Equity
Contribution shall not have occurred by such later date then the condition described in this clause (a) shall be deemed to have occurred
as of the last day of the Covenant Waiver Period for the purpose of determining whether a Covenant Waiver Termination Event has occurred)),
(b) the Borrower shall not have both (i) reduced the Revolving Facility Credit Exposure to less than or equal to $105,000,000 (without
a corresponding reduction of the Revolving Facility Commitments) and (ii) repaid in full all loans outstanding under the BDT Loan Agreements,
in each case of clauses (i) and (ii), on or before the earlier of (x) the date that is 30 calendar days after the consummation of the
Take-Private Transaction and (y) June 29, 2023 (in each case, or such later date as the Administrative Agent shall agree in writing in
its sole discretion (it being understood and agreed that if such reduction and repayment shall not have occurred by such later date then
the condition described in this clause (b) shall be deemed to have occurred as of the last day of the Covenant Waiver Period for the purpose
of determining whether a Covenant Waiver Termination Event has occurred)) or (c) the Borrower, Holdings, any Parent Entity or the BDT
Investor states in writing that any of the conditions described in the immediately preceding clauses (a) or (b) will occur, or is anticipated
to occur. 


 


“Specified
Equity Contribution” means the equity contribution by Holdings to the Borrower on or following the date of consummation of the Take-Private
Transaction in the form of Permitted Equity, made by Holdings with the direct or indirect proceeds of an equity 


 




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contribution
to, or purchase of Equity Interests of, Holdings or any Parent Entity by the BDT Investor in an amount sufficient to make the payments
contemplated by clause (b) of the definition of “Covenant Waiver Termination Event” set forth above (it being understood that
such sufficient amount shall be calculated without giving effect to any payment of such Indebtedness made with the proceeds of other Indebtedness
(other than the Revolving Facility and the BDT Loan Agreements)).


 


“Take-Private
Transaction” means the consummation of the Merger (as defined in the Take-Private Transaction Agreement) in all material respects
in accordance with the terms of the Take-Private Transaction Agreement, after giving effect to any modifications, amendments, consents
or waivers thereto, other than those modifications, amendments, consents or waivers by the Borrower (or its affiliates) that are materially
adverse to the interests of the Revolving Facility Lenders in their capacities as such, unless consented to in writing by the Required
Revolving Facility Lenders (such consent not to be unreasonably withheld, delayed or conditioned; provided that the Required Revolving
Facility Lenders shall be deemed to have consented to such modification, amendment, consent or waiver (whether proposed or executed) unless
they object thereto in writing within ten Business Days of receipt of written notice from the Administrative Agent of such modification,
amendment, consent or waiver (which written notice the Administrative Agent agrees to give the Revolving Facility Lenders promptly upon
receipt thereof from an officer of the Borrower). 


 


“Take-Private
Transaction Agreement” means that certain Agreement and Plan of Merger dated as of December 11, 2022, by and among Weber Inc., a
Delaware corporation, Ribeye Parent, LLC, a Delaware limited liability company and Ribeye Merger Sub, Inc., a Delaware corporation.


 


Section 6.12       
Tax residence. With respect to the Euro Borrower only, change its residence for Tax purposes.


 


ARTICLE VIA



Holdings Negative Covenants


 


Notwithstanding any other provision of this Agreement, Holdings hereby
covenants and agrees with each Lender that, from and after the Holdings Formation Date (if any) and until the Termination Date, unless
the Required Lenders shall otherwise consent in writing:


 


(a)              
subject to paragraph (b) below, it shall not own or acquire any material assets (other than cash and cash equivalents) or
engage in any material business or activity other than (i)(i) the ownership of all the outstanding Equity Interests in the Borrower
and activities incidental thereto, (ii)(ii) the maintenance of its corporate existence and activities incidental thereto, including
general and corporate overhead, (iii)(iii) activities required to comply with applicable laws, (iv)(iv) the receipt of, or the
making of, Restricted Payments, in each case, to the extent not prohibited by Section 6.06 and not inconsistent with paragraph
(b) below, (v)(v) the obtainment of, and the payment of, any fees and expenses for management, consulting, investment banking
and advisory services to the extent otherwise permitted by this Agreement, (vi)(vi) compliance with its obligations under the Loan
Documents or any credit agreement, indenture or other agreement in respect of


 




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Indebtedness not prohibited
under Section 6.01, (vii)(vii) substantially concurrently with any issuance of IPO Equity, the redemption, purchase or retirement
of any Equity Interests of Holdings, any other Parent Entity or the Borrower using the proceeds of, or conversion or exchange of any Equity
Interests of Holdings, any other Parent Entity or the Borrower for, such IPO Equity, (viii)(viii) in connection with, and following the
completion of, a Qualified IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing
of Holdings’ or any other Parent Entity’s or the Borrower’s Equity Interests and the continued existence of Holdings,
any other Parent Entity or the Borrower as a public company, (ix)(ix) activities incidental to legal, tax and accounting matters
in connection with any of the foregoing activities, including without limitation the provision of management services to the Borrower
and its Subsidiaries, entering into confidentiality agreements, and maintaining insurance, (x)(x) activities incidental to the administration
of and participation in any stock option plan or other long term incentive plan of any Parent Entity; (xi)(xi) the creation, incurrence,
assumption or existence of any Indebtedness or other liabilities not prohibited by paragraph (b) or (c) below and (xii)(xii) activities
incidental to Permitted Business Acquisitions or similar Investments consummated by the Borrower and the Subsidiaries, including the formation
of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Business Acquisitions or similar
Investments;


 


(b)              
(i)(i) the only Equity Interests which Holdings shall hold shall be the Equity Interests in the Borrower and (ii)(ii) the
only Indebtedness in respect of which Holdings shall be the creditor shall be loans or other Indebtedness to the Borrower and its Subsidiaries
which are not prohibited under this Agreement;


 


(c)              
it shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i)(i) Indebtedness created
or permitted to be incurred under the Loan Documents and (ii)(ii) any Guarantee of Indebtedness permitted under Section 6.01;
and


 


(d)              
it shall not create, incur, assume or permit to exist any Lien other than (i)(i) Liens created under the Loan Documents and
(ii)(ii) Liens permitted by Section 6.02 on any of the Equity Interests issued by the Borrower held by Holdings or intercompany
receivables held by Holdings.


 


Article
VII



Events of Default


 


Section 7.01       
Events of Default. In case any of the following events, as applicable to the Euro Borrower, the Borrower and its Material
Subsidiaries and, where set forth below, Holdings (each, an “Event of Default”):


 


(a)              
any representation or warranty made or deemed made by the Borrower or any Subsidiary herein or in any other Loan Document or any
certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when
so made or deemed made and such false or misleading representation or warranty (if curable) shall remain false or misleading for a period
of 30 days after the earlier of (i) notice thereof from the Administrative Agent to the Borrower and (ii) a Responsible Officer of any
Company Party having obtained knowledge thereof;


 




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(b)              
default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at
the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;


 


(c)              
default shall be made in the payment of any interest on any Loan or the reimbursement with respect to any L/C Disbursement or in
the payment of any Fee or any other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and
as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;


 


(d)              
default shall be made in the due observance or performance by Holdings (to the extent applicable to it), the Borrower or the Euro
Borrower of any covenant, condition or agreement contained in, Sections 5.01(a), 5.05(a) or 5.06(b), Article
VI or Article VIA; provided that the failure to observe or perform the Financial Covenant shall not in and of itself
constitute an Event of Default with respect to any Term Facility unless the Required Revolving Facility Lenders have terminated the Revolving
Facility Commitment and have accelerated any Revolving Facility Loans then outstanding as a result of such breach;


 


(e)              
default shall be made in the due observance or performance by Holdings (to the extent applicable to it), the Borrower or any of
the Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (b), (c)
and (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Administrative
Agent to the Borrower and (ii) a Responsible Officer of any Company Party having obtained knowledge thereof;


 


(f)               
the Borrower, the Euro Borrower, any other Loan Party fails to observe or perform any agreement or condition relating to any Material
Indebtedness that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with
all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their
behalf to cause any Material Indebtedness, as applicable, to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that (x) this clause (f) shall not apply to any secured Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted
hereunder and under the documents providing for such Indebtedness and (y) for the avoidance of doubt, no Default or Event of Default shall
result hereunder as a result of any failure, breach or default that would have otherwise occurred under clauses (A) or (B) but for any
notice period or grace period while such notice or grace period remains in effect;


 


(g)              
there shall have occurred a Change in Control;


 


(h)              
an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of the Borrower, the Euro Borrower, any other Loan Party or any other Material Subsidiary, or of a substantial
part of the property or assets of the Borrower, the Euro Borrower or any Material Subsidiaries that are Loan Parties, under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, moratorium,
judicial management,


 




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receivership or similar law,
(ii) the appointment of a receiver, liquidator, administrative receiver, compulsory manager, receiver and manager, administrator,
judicial manager, provisional liquidator, trustee, custodian, sequestrator, conservator or similar officer or official for the Borrower,
the Euro Borrower or any of the Material Subsidiaries that are Loan Parties or for a substantial part of the property or assets of the
Borrower, the Euro Borrower or any of the Material Subsidiaries that are Loan Parties or (iii) the winding-up or liquidation of the
Borrower, the Euro Borrower or any Material Subsidiary that is a Loan Party (except in a transaction permitted hereunder); and such proceeding
or petition shall continue undismissed for thirty (30) days or an order or decree approving or ordering any of the foregoing shall be
entered;


 


(i)                
the Borrower, the Euro Borrower or any other Material Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state
or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or the filing of any petition described in clause (h) above, (iii) apply for or consent
to the appointment of a receiver, insolvency practitioner, judicial manager, trustee, custodian, sequestrator, conservator or similar
official for the Borrower, the Euro Borrower or any Material Subsidiary that is a Loan Party or for a substantial part of the property
or assets of the Borrower, the Euro Borrower or any other Material Subsidiary, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) commence
any legal proceedings or court procedure in relation to an insolvency or in relation to any restructuring by way of a scheme of arrangement
(for the avoidance of doubt, this shall not include any solvent reorganization), or (vii) become unable or admit in writing its inability
or fail generally to pay its debts as they become due;


 


(j)                
the failure by the Borrower, the Euro Borrower or any Material Subsidiary that is a Loan Party to pay one or more final monetary
judgments in an aggregate amount in excess of the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated on a Pro Forma Basis
for the then most recently ended Test Period (to the extent not covered by insurance and third party indemnities), which judgments are
not discharged or effectively waived or stayed for a period of thirty (30) consecutive days;


 


(k)              
(i) an ERISA Event shall have occurred or (ii) the Borrower or any Material Subsidiary shall engage in any “prohibited transaction”
(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and in each case, such event or condition,
together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or


 


(l)                
(i) any Loan Document shall for any reason be asserted in writing by Holdings, the Borrower or any Material Subsidiary not
to be a legal, valid and binding obligation of any party thereto (other than in accordance with its terms), (ii) any security interest
purported to be created by any Security Document and to extend to assets that constitute a material portion of the Collateral shall cease
to be, or shall be asserted in writing by the Borrower or any other Loan Party not to be (other than, in each case, in accordance with
its terms), a valid and perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security
Document and subject to such limitations and restrictions as are set forth herein and therein) in the


 




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securities, assets or properties
covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to
maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or to file Uniform
Commercial Code continuation statements or take the actions described on Schedule 3.04 and except to the extent that such loss
is covered by a lender’s title insurance policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer,
or (iii) a material portion of the Guarantees pursuant to the Security Documents by Holdings, the Borrower or the Material Subsidiaries
guaranteeing the Secured Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or
shall be asserted in writing by Holdings, the Borrower or any Material Subsidiary not to be in effect or not to be legal, valid and binding
obligations (other than in accordance with the terms thereof);


 


then, and in every such event (other than (x)
an event with respect to the Borrower or the Euro Borrower under the U.S. Bankruptcy Code described in clause (h) or (i) above
and (y) an event described in clause (d) above arising with respect to a failure to comply with the Financial Covenant, unless the Required
Revolving Facility Lenders have terminated the Revolving Facility Commitment and have accelerated the Revolving Facility Loans then outstanding
as a result of such breach), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request
of the Required Lenders, shall, by notice to the Borrower or Euro Borrower (as applicable), take any or all of the following actions,
at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith
due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of the Borrower or the Euro Borrower, as applicable, accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrower and the Euro Borrower, anything contained herein or in any other Loan Document
to the contrary notwithstanding and (iii) if the Loans have been declared due and payable pursuant to clause (ii) above, demand
Cash Collateral pursuant to Section 2.05(j); and in any event with respect to the Borrower or the Euro Borrower under the
U.S. Bankruptcy Code described in clause (h) or (i) above, the Commitments shall automatically terminate and the principal
of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower
or Euro Borrower, as applicable, accrued hereunder and under any other Loan Document, shall automatically become due and payable and the
Administrative Agent shall be deemed to have made a demand for Cash Collateral to the full extent permitted under Section 2.05(j),
without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower and the
Euro Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. In the case of an Event of Default
under clause (d) above arising with respect to a failure to comply with the Financial Covenant and at any time thereafter during the continuance
of such event, subject to Section 7.03, the Administrative Agent, at the request of the Required Revolving Facility Lenders, shall,
by notice to the Borrower or the Euro Borrower, as applicable, take either or both of the following actions, at the same or different
times: (i) terminate forthwith the Revolving Facility Commitments and (ii) declare the Revolving Facility Loans then outstanding
to be forthwith due and payable in whole or in part, whereupon the principal of the Revolving Facility Loans so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower or the Euro Borrower
(as applicable) accrued hereunder with respect to such


 




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Revolving Facility Loans, shall become forthwith
due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the
Borrower and the Euro Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.


 


Section 7.02       
Treatment of Certain Payments. Subject to the terms of any applicable Intercreditor Agreement, any amount received by the
Administrative Agent or the Collateral Agent from any Company Party (or from proceeds of any Collateral) following any acceleration of
the Loan Obligations under this Agreement or any Event of Default with respect to the Borrower or Euro Borrower under Section 7.01(i)
or (j), in each case that is continuing, shall be applied: (i)(i) first, ratably, to pay any fees, indemnities or expense
reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower or Euro Borrower (other than in connection
with any Secured Cash Management Agreement, Secured Hedge Agreement or any Permitted Supply Chain Obligations), (ii)(ii) second, ratably,
to pay any fees, indemnities or expense reimbursements then due to the Lenders and Issuing Banks, (iii)(iii) third, towards payment
of interest and fees then due from the Borrower or Euro Borrower hereunder, in each case, ratably among the parties entitled thereto in
accordance with the amounts of interest, fees and payments then due to such parties, (iv)(iv) fourth, towards payment of unpaid principal
of the Loans, principal of Swingline Loans, unreimbursed L/C Disbursements and other Secured Obligations (including Secured Obligations
of the Company Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement or owing in respect
of Permitted Supply Chain Obligations) then due from the Borrower, the Euro Borrower or any Subsidiary hereunder or thereunder, ratably
among the parties entitled thereto in accordance with the amounts of such Secured Obligations then due to such parties, and (v)(v) last,
the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Requirements
of Law.


 


Section 7.03       
Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower
fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, until
the expiration of the fifteenth (15th) Business Day subsequent to the date any Compliance Certificate is required to be delivered
pursuant to Section 5.04(c) (the “Cure Expiration Date”), the Borrower, Holdings or any other Parent Entity
shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to its capital, and in each case,
to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by
the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall
be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and
any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose
under this Agreement, by an amount equal to the Cure Amount; provided that (i)(i) in each four (4) consecutive fiscal quarter
period there shall be at least two (2) fiscal quarters in which a Cure Right is not exercised, (ii)(ii) a Cure Right shall not be
exercised more than five (5) times during the term of the Revolving Facility, (iii)(iii) for purposes of this Section 7.03,
the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv)(iv) there
shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the
Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly
as a result of the


 




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netting of Unrestricted Cash). If, after giving
effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial
Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination
with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the
Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. Until the Cure Expiration Date, neither
the Administrative Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document)
on the basis of any actual or purported Event of Default arising with respect to a failure to comply with the Financial Covenant (and
any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received;
provided, however, no Lender shall be required to fund any Loans and no Issuing Bank shall be required to issue, amend or
extend any Letter of Credit until such time as the Borrower shall have received the Cure Amount.


 


Article
VIII



The Agents


 


Section 8.01       
Appointment.


 


(a)              
Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates
as potential counterparties to Secured Cash Management Agreements, Secured Hedge Agreements and the Permitted Supply Chain Obligations)
and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management
Agreements, Secured Hedge Agreements and the Permitted Supply Chain Obligations) hereby irrevocably designates and appoints the Administrative
Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender
and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent and the
Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by
the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary elsewhere in this Agreement, the Administrative Agent and the Collateral Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent and the Collateral Agent.


 


(b)              
In furtherance of the foregoing, each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf
of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements, Secured Hedge Agreements or the Permitted
Supply Chain Obligations) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties
to Secured Cash Management Agreements, Secured Hedge Agreements and the Permitted Supply Chain Obligations) hereby appoints and authorizes
the Collateral Agent to act as the agent of such Lender for purposes of acquiring,


 




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holding and enforcing any and
all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion
as are reasonably incidental thereto. In this connection, the Collateral Agent (and any Subagents appointed by the Collateral Agent pursuant
to Section 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security
Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits
of this Article VIII (including, without limitation, Section 8.07) as though the Collateral Agent (and any such Subagents)
were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto.


 


Each Secured Party hereby authorizes the Collateral Agent (whether
or not by or through employees or agents): (i)(i) to exercise such rights, remedies, powers and discretions as are specifically delegated
to or conferred upon the Collateral Agent under the Security Documents, together with such powers and discretions as are reasonably incidental
thereto; and (ii)(ii) to take such action on its behalf as may from time to time be authorized under or in accordance with the Security
Documents.


 


Section 8.02       
Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of their respective duties under
this Agreement and the other Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof)) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care. The Administrative Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent. Each Agent may also from time to time, when it deems it to be necessary
or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Subagent”)
with respect to all or any part of the Collateral; provided that no such Subagent shall be authorized to take any action with respect
to any Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent or the Collateral Agent.
Should any instrument in writing from the Borrower or any other Loan Party be required by any Subagent so appointed by an Agent to more
fully or certainly vest in and confirm to such Subagent such rights, powers, privileges and duties, the Borrower shall, or shall cause
such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by such Agent. If any Subagent,
or successor thereto, shall become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent,
to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent or the Collateral Agent until
the appointment of a new Subagent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent
that it selects with reasonable care.


 




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Section 8.03       
Exculpatory Provisions. None of the Agents, or their respective Affiliates or any of their respective officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such
person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found
by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross
negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations
or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement
or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. No Agent
or Arranger shall have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any
Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of,
the Administrative Agent, any Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent herein. No Agent shall be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement
or any other Loan Document, or to inspect the properties, books or records of any Loan Party. No Agent shall have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no Agent
shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing,
(b) no Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable
for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by
such Agent or any of its Affiliates in any capacity and (c) no Agent or Arranger shall have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability
or that is contrary to any Loan Document or applicable Requirements of Law, including for the avoidance of doubt any action that may be
in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property
of a Defaulting Lender in violation of any Debtor Relief Law. The Agents 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 the Administrative Agent by the Borrower,
a Lender or an Issuing Bank. No Agent shall be responsible for or have any duty to ascertain or inquire into (i)(i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii)(ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii)(iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or


 




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therein or the occurrence of any Default or Event
of Default, (iv)(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents,
(v)(v) the value or the sufficiency of any Collateral, or (vi)(vi) the satisfaction of any condition set forth in Article
IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. No
Cash Management Bank, Hedge Bank or holder of Permitted Supply Chain Obligations that obtains the benefits of Section 7.02, any
Guarantee or any Collateral by virtue of the provisions hereof or of any Guarantee or any Security Document shall have any right to notice
of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the
Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the
extent expressly provided in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not
be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising
under Secured Cash Management Agreements, Secured Hedge Agreements or the Permitted Supply Chain Obligations unless the Administrative
Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent
may request, from the applicable Cash Management Bank, Hedge Bank or holder of Permitted Supply Chain Obligations, as the case may be.
The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,
compliance with the provisions of this Agreement relating to Ineligible Institutions or Affiliate Lenders. Without limiting the generality
of the foregoing, the Administrative Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender
or Participant or prospective Lender or Participant is an Ineligible ‎Institution or Affiliate Lender or (y) have any liability
with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Ineligible
Institution or Affiliate Lender.


 


Section 8.04       
Reliance by Agents. Each 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) or conversation believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper person. Each 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
any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Bank, each Agent may presume that
such condition is satisfactory to such Lender or Issuing Bank unless such Agent shall have received notice to the contrary from such Lender
or Issuing Bank prior to such Credit Event. Each Agent may consult with legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts. Each Agent may deem and treat the Lender specified in the Register with respect to any amount
owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have
been filed with such Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement,
the Majority Lenders, Required


 




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Prepayment Lenders, Required Revolving Facility
Lenders or all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request
of the Required Lenders (or, if so specified by this Agreement, the Majority Lenders, Required Prepayment Lenders, Required Revolving
Facility Lenders or all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.


 


Section 8.05       
Notice of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless such Agent has received written notice from a Lender, Holdings or the Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by
this Agreement, the Majority Lenders, Required Prepayment Lenders, Required Revolving Facility Lenders or all Lenders); provided
that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable
in the best interests of the Lenders.


 


Section 8.06       
Non-Reliance on Agents and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that none of the Administrative
Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter
taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof,
shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or each Issuing
Bank as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their
Related Parties’) possession. Each Lender and each Issuing Bank represents to the Administrative Agent and each Arranger that it
has, independently and without reliance upon the Administrative Agent, any Arranger, 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 of, appraisal of, and investigation
into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their
Subsidiaries, and all applicable bank or other regulatory Requirements of Law relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the Borrower and the Euro Borrower hereunder. Each Lender and each
Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, 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 credit analysis, appraisals and 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, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of
the Loan Parties. Each Lender and each Issuing Bank represents and warrants that (i) the Loan


 




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Documents set forth the terms of a commercial
lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this
Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities
set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any
other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing.
Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold
commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either
it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other
facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.


 


Section 8.07       
Indemnification. The Lenders agree to indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing
Bank and Swingline Lender, in each case, in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without
limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Credit
Outstandings and, in the case of the indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided
that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of L/C Disbursements owing to any Issuing Bank
shall be considered to be owed to the Revolving Facility Lenders ratably in accordance with their respective Revolving Credit Outstandings)
(determined at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on, incurred by or asserted against such Agent, such Issuing Bank or Swingline Lender in any way relating to
or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent, Issuing Bank or Swingline
Lender under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found
by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, Issuing Bank’s
or Swingline Lender’s gross negligence or willful misconduct. The failure of any Lender to reimburse any Agent, Issuing Bank or
Swingline Lender, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such
Agent, Issuing Bank or Swingline Lender, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder
to reimburse such Agent, Issuing Bank or Swingline Lender, as the case may be, for its ratable share of such amount, but no Lender shall
be responsible for the failure of any other Lender to reimburse such Agent, Issuing Bank or Swingline Lender, as the case may be, for
such other Lender’s ratable share of such amount. The agreements in this Section 8.07 shall survive the payment of the Loans
and all other amounts payable hereunder.


 


Section 8.08       
Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, and generally engage
in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and
with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan participated in,


 




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by it, each Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the
terms “Lender” and “Lenders” shall include each Agent in its individual capacity.


 


Section 8.09       
Successor Agents.


 


(a)              
The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 30 days’ notice to the Lenders
and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other
Loan Documents, then the Borrower shall have the right, subject to the consent of the Required Lenders (which shall not be unreasonably
withheld, delayed or conditioned) (so long as no Specified Event of Default shall have occurred and be continuing, in which case the Required
Lenders shall have the right), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any
such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative
Agent and Collateral Agent, and the term “Administrative Agent” and “Collateral Agent” shall mean such successor
agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative
Agent and Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent
or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative
Agent and Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation (such date,
the “Resignation Effective Date”), the retiring Administrative Agent’s resignation shall nevertheless thereupon
become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder
until such time, if any, as the Borrower (or the Required Lenders) appoint a successor agent as provided for above. Notwithstanding anything
herein to the contrary, no Ineligible Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent.


 


(b)              
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 Requirements of Law, by notice in writing to the Borrower and such Person remove such
Person as Administrative Agent and, with the consent of the Borrower, appoint a successor. If no such successor shall have been so appointed
by the Required Lenders (and approved by the Borrower) and shall have accepted such appointment within 30 days (or such earlier day as
shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with such notice on the Removal Effective Date.


 


(c)              
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each
Issuing


 




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Bank directly, until such time,
if any, as the Borrower and the Required Lenders appoint a successor Administrative Agent as provided for above. 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 removed) Administrative Agent (other than as provided in Section 2.17(d)) and
other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation
Effective Date or the Removal Effective Date, as applicable), and the retiring or removed 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 8.09. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s
resignation or removal hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05
shall continue in effect for the benefit of such retiring or removed 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 (i) while the retiring or removed Administrative Agent was
acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity
hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on
behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative
Agent.


 


(d)              
Any resignation by Bank of America as Administrative Agent pursuant to this Section 8.09 shall also constitute its resignation
as an Issuing Bank and Swingline Lender. If Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges
and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation
as an Issuing Bank and all L/C Obligations with respect thereto, including the right to require the Lenders to make ABR Loans or fund
risk participations in Unreimbursed Amounts pursuant to Section 2.05(d). If Bank of America resigns as Swingline Lender, it shall
retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the Lenders to make ABR Loans or fund risk participations in outstanding
Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor Issuing Bank or Swingline Lender
hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as applicable, (b) the
retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under
the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the
obligations of Bank of America with respect to such Letters of Credit.


 


Section 8.10       
Arrangers and Bookrunners. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document,
each of the persons named on the cover page hereof as Joint Bookrunner or Arranger is named as such for recognition purposes only, and
in its capacity as such shall have no rights, duties, responsibilities or liabilities with respect to this Agreement or any other Loan
Document, except that each such person and its Affiliates shall be


 




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entitled to the rights expressly stated to be
applicable to them in Sections 9.05 and 9.17 (subject to the applicable obligations and limitations as set forth therein).


 


Section 8.11       
Security Documents, Collateral Agent and Intercreditor Agreement. The Lenders and the other Secured Parties authorize the
Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified
in accordance with Section 9.08.


 


The Lenders and the other Secured Parties hereby irrevocably authorize
and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge
and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Intercreditor Agreement,
any Permitted Pari Passu Intercreditor Agreement, or any other intercreditor agreement with the collateral agent or other representatives
of the holders of Indebtedness that is to be secured by a Lien on the Collateral that is permitted (including with respect to priority)
under this Agreement and to subject the Secured Obligations and the Liens on the Collateral securing the Secured Obligations to the provisions
thereof (any of the foregoing, an “Intercreditor Agreement”); provided that the specific consent of a Hedge
Bank, Cash Management Bank, holder of Permitted Supply Chain Obligations or Issuing Bank shall be required for any amendment, renewal,
extension, supplement, restatement, replacement or waiver to the extent its rights and obligations solely in its capacity as such are
materially adversely affected. The Lenders and the other Secured Parties irrevocably agree that (x) the Collateral Agent may rely exclusively
on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (y) any Intercreditor Agreement
entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees
that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing
provisions are intended as an inducement to any provider of any Indebtedness permitted by Section 6.01 hereof to extend credit
to the Loan Parties. Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral
Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document
(i)(i) to the holder of any Lien on such property that is permitted by clauses (c), (i), (j), (kk) or (mm) of Section 6.02
in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property
or (ii)(ii) that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agent shall do so upon request
of the Borrower; provided that upon the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent
a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case
of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits
any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that such property is or has
become Excluded Property.


 


Section 8.12       
Right to Realize on Collateral and Enforce Guarantees. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i)(i) the
Administrative Agent (irrespective of whether the principal of any Loan Obligation shall then be due and payable as herein expressed or
by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be
entitled and


 




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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 any or all
of the Loan 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 Issuing Banks and the Administrative Agent and any Subagents 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 (ii)(ii) any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Loan Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect
of the claim of any Lender or Issuing Bank in any such proceeding.


 


Anything contained in any of the Loan Documents to the contrary notwithstanding,
the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (a) no Secured Party shall have
any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers,
rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with
the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent, and
(b) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition,
the Collateral Agent or any Lender may be, to the extent permitted by, and in accordance with, applicable law, the purchaser or licensor
of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the
Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise
agree in writing) shall be entitled, to the extent permitted by, and in accordance with, applicable law, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply
any of the Loan Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale
or other Disposition.


 


The Secured Parties hereby irrevocably authorize the Administrative
Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all
of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and
in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any
sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of
the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Company Party is subject, (b) at any
other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative
Agent (whether by judicial action or otherwise) in accordance with any applicable Requirements of Law. In connection with any such credit
bid and purchase,


 




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the Obligations owed to the Secured Parties shall be entitled to be,
and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests
in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated
portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity
Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any
such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents
providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect
to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly
or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the
limitations on actions by the Required Lenders contained in Section 9.08 of this Agreement), and (iii) to the extent that
Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid
being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by
the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests
and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle
shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.


 


Section 8.13       
Withholding Tax. To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold from
any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any authority of the United States or
other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account
of any Lender for any reason (including because the appropriate form was not delivered, was not properly executed, or because such Lender
failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding
Tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been
reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts
paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, fines, additions to Tax and interest,
together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or
any other Loan Document against any amount due to the Administrative Agent under this Section 8.13.


 


Section 8.14       
Electronic Communications.


 


(a)              
Notices and other communications to any Agent, Lenders, Swingline Lender and Issuing Bank hereunder may be delivered or furnished
by electronic communication (including email and Internet or intranet websites, including the Platform) pursuant to procedures approved
by the Administrative Agent, provided that the foregoing shall not apply to notices to any Agent, any Lender, Swingline Lender
or any applicable Issuing Bank pursuant to Article II if such Person has notified the Administrative Agent that it is incapable
of receiving notices under


 




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such Section by electronic communication.
The 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 the Administrative Agent otherwise prescribes, (i)(i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgment), 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)(ii) notices or communications posted to
an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.


 


(b)              
Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic
distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by
a final, non-appealable judgment of a court of competent jurisdiction.


 


(c)              
The Platform and any Approved Electronic Communications are provided “as is” and “as available.” Neither
the Administrative Agent nor any of their Related Parties warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications
or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications.
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 the Agents or any of their respective Related Parties in
connection with the Platform or the Approved Electronic Communications. In no event shall the Agents or any of their respective Related
Parties have any liability to Borrower or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including
direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising
out of Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through the Platform.


 


(d)              
Each Loan Party, each Lender, Issuing Bank and each Agent agrees that the Administrative Agent may, but shall not be obligated
to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document
retention procedures and policies.


 


(e)              
Any notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of written
notice thereof.


 


Section 8.15       
Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”


 




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or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as
the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the
Lenders.


 


Section 8.16       
Certain ERISA Matters.


 


(a)              
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that at least one of the following is and will be true:


 


(i)                
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title
I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


(ii)             
the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions
determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for
certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA
and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement,


 


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


 


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


 




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(b)              
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a
Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the
Borrower or any other Loan Party, that none of the Administrative Agent, the Arrangers or any of their respective Affiliates is a fiduciary
with respect to the assets of such Lender involved in the Loans, the Letters of Credit, the Commitments and this Agreement (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related hereto or thereto).


 


Article
IX



Miscellaneous


 


Section 9.01       
Notices; Communications. (a)(a) Except in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in Section 9.01(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 other electronic means 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:


 


(i)                
if to any Loan Party, the Administrative Agent, the Collateral Agent, the Issuing Banks or the Swingline Lender as of the Closing
Date, to the address, telecopier number, electronic mail address or telephone number specified for such person on Schedule 9.01;
and


 


(ii)             
if to any other Lender or any other Issuing Bank, to the address, telecopier number, electronic mail address or telephone number
specified in its Administrative Questionnaire.


 


(b)              
Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication
(including email and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The Administrative Agent
or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications.


 


(c)              
Notices sent by hand or overnight courier service, or mailed 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 given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next


 




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Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in Section 9.01(b) above shall be effective as provided
in such Section 9.01(b).


 


(d)              
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other
parties hereto.


 


(e)              
Documents required to be delivered pursuant to Section 5.04 may be delivered electronically (including as set forth in Section
9.17) and if so delivered, shall be deemed to have been delivered on the date (i)(i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01, or (ii)(ii) on
which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender entitled
to access thereto and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Except for any Compliance Certificate required by Section 5.04(c), the Administrative Agent shall have no obligation to request
the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance
by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.


 


Section 9.02       
Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein, in the
other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement
or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank and shall survive the making
by the Lenders of the Loans and the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless
of any investigation made by such persons or on their behalf, and shall continue in full force and effect until the Termination Date.
Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein
(including pursuant to Sections 2.15, 2.16, 2.17 and 9.05) shall survive the Termination Date.


 


Section 9.03       
Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, the Euro Borrower
and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the Borrower, the Euro
Borrower, the Administrative Agent, each Issuing Bank and each Lender and their respective permitted successors and assigns.


 


Section 9.04       
Successors and Assigns. (a)(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any
Letter of Credit), except that (i)(i) except as permitted by Section 6.05, the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void) and (ii)(ii) no Lender may assign or otherwise transfer its rights or
obligations


 




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hereunder except in accordance with this Section
9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in clause (c) of this Section 9.04), and, to the extent expressly contemplated hereby, the
Related Parties of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement or the other Loan Documents.


 


(b)              
(i)(i) Subject to the conditions set forth in subclause (ii) below, any Lender may assign to one or more assignees (each,
an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed)
of:


 


(A)            
the Borrower, which consent, with respect to the assignment of a Term Loan, Revolving Facility Commitment or Revolving Facility
Loan, will be deemed to have been given if the Borrower has not responded within ten (10) Business Days after the delivery of any request
for such consent; provided that no consent of the Borrower shall be required for an assignment of a Term Loan to a Lender, an Affiliate
of a Lender, an Approved Fund (as defined below), or in the case of assignments during the primary syndication of the Initial Term B Loans
to persons identified to and agreed by the Borrower in writing prior to the Closing Date or for an assignment of a Revolving Facility
Commitment or Revolving Facility Loan to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or Approved Fund with
respect to a Revolving Facility Lender or, in each case, if a Specified Event of Default has occurred and is continuing, any other person;
and


 


(B)             
the Administrative Agent, the Swingline Lender and each Issuing Bank; provided that (i) no consent of the Swingline Lender or any
Issuing Bank shall be required for an assignment of all or any portion of a Term Loan, (ii) no consent of the Administrative Agent shall
be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, the Borrower
or an Affiliate of the Borrower (other than a Debt Fund Affiliate) made in accordance with Section 9.04(g) or Section 9.21 and (iii) no
consent of the Administrative Agent, the Swingline Lender or any Issuing Bank shall be required for an assignment of a Revolving Facility
Commitment or Revolving Facility Loan to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or Approved Fund with
respect to a Revolving Facility Lender.


 


(ii)             
Assignments shall be subject to the following additional conditions:


 


(A)            
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans under any Facility or as otherwise agreed by the Borrower and the Administrative
Agent, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $1,000,000 or an integral
multiple of $1,000,000 in excess thereof in the case of


 




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Term Loans and (y) $5,000,000
or an integral multiple of $1,000,000 in excess thereof in the case of Revolving Facility Loans or Revolving Facility Commitments, provided
that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to
or by two or more Related Funds shall be treated as one assignment);


 


(B)             
the parties to each assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic
settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent, manually execute and
deliver to the Administrative Agent an Assignment and Acceptance, in each case together with a processing and recordation fee of $3,500
(which fee may be waived or reduced in the reasonable discretion of the Administrative Agent);


 


(C)             
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any Tax
forms and information required to be delivered pursuant to Section 2.17; and


 


(D)            
the Assignee shall not be the Borrower or any of the Borrower’s Affiliates or Subsidiaries except in accordance with Section
9.04(g) or Section 9.21.


 


For the purposes of this Section 9.04, “Approved Fund”
shall mean any person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or
for the primary benefit of a natural person)) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course and 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. Notwithstanding the foregoing or anything to the contrary herein, no Lender
shall be permitted to assign or transfer any portion of its rights and obligations under this Agreement to (A)(A) any Ineligible Institution,
(B)(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)(C) a natural person (or a holding company, investment vehicle or trust for,
or owned and operated by or for the primary benefit of a natural person). Upon the request of any Lender, the Administrative Agent may
and the Borrower shall make the list of Ineligible Institutions at the relevant time and such Lender may provide the list to any potential
assignee for the purpose of verifying whether such person is an Ineligible Institution, in each case so long as such Lender and such potential
assignee agree to keep the list of Ineligible Institutions confidential in accordance with the terms of this Agreement. Notwithstanding
the foregoing, each Company Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility
or obligation to determine, monitor or enforce whether any Lender or potential Lender is an Ineligible Institution and the Administrative
Agent shall have no liability with respect to any assignment made to an Ineligible Institution. Any assigning Lender shall, in connection
with any potential assignment, provide to the Borrower a copy of its request (including the name of the prospective assignee) concurrently
with its delivery of the same request to the Administrative Agent irrespective of whether or not a Specified Event of Default has occurred
and is continuing.


 




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(iii)           
Subject to acceptance and recording thereof pursuant to subclause (v) below, from and after the effective date specified in each
Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of
an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and
9.05 (subject to the limitations and requirements of those Sections)) with respect to facts and circumstances occurring prior to
the date of such assignment; provided that an Assignee shall not be entitled to receive any greater payment pursuant to Section
2.17 than the applicable Assignor would have been entitled to receive had no such assignment occurred except to the extent that such
entitlement to receive a greater payment is the result of a change in any Requirement of Law after the date of such assignment. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c)
of this Section 9.04 (except to the extent such participation is not permitted by such clause (c) of this Section 9.04,
in which case such assignment or transfer shall be null and void).


 


(iv)            
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its
offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal and interest amounts of the Loans and Revolving L/C Exposure owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders shall treat each person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Banks and the Swingline Lender and
any Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that no Lender shall, in such capacity,
have access to, or be otherwise permitted to review any information in the Register other than information with respect to such Lender
except to the extent that access to such information is necessary to establish that such Commitment, Loan or Revolving L/C Exposure is
in registered form for U.S. federal income Tax purposes or is otherwise required by applicable law. It is intended that the Register be
maintained such that the Loans are in registered form for the purposes of the Code.


 


(v)              
Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s
completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in clause (b) of this Section 9.04, if applicable, and any written consent to such assignment required by clause (b) of this
Section 9.04 and any applicable Tax forms, the Administrative Agent shall accept such Assignment and Acceptance and promptly record
the information contained therein in the


 




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Register. No assignment,
whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this subclause (v).


 


(c)              
(i)(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations in Loans and Commitments
to one or more banks or other entities other than (I) unless the list of Ineligible Institutions has not been made available to any Lender
upon request, any Ineligible Institution, (II) 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 (II), (III) any natural person (or a holding company,
investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person) or (IV) the Borrower or any
of its Subsidiaries (a “Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and
the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents;
provided that (x) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver that both (1) requires the consent of each Lender directly affected thereby pursuant to clauses (i), (ii), (iii)
or (vi) of the first proviso to Section 9.08(b) and (2) directly adversely affects such Participant (but, for the avoidance of
doubt, not any waiver of any Default or Event of Default) and (y) no other agreement with respect to amendment, modification or waiver
may exist between such Lender and such Participant. Subject to clause (c)(iii) of this Section 9.04, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements
of those Sections and Section 2.19) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to clause (b) of this Section 9.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 9.06 as though it were a Lender; provided that such Participant shall be subject to Section 2.18(c) as though
it were a Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall
not have any responsibility or obligation to determine whether any Participant or potential Participant is an Ineligible Institution and
the Administrative Agent shall have no liability with respect to any participation made to an Ineligible Institution.


 


(ii)             
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain
a register on which it enters the name and address of each Participant and the principal amounts and interest amounts of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries in the
Participant Register shall be conclusive absent manifest error, and each party hereto shall treat each person whose name is recorded in
the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Without limitation of the requirements of this


 




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Section 9.04(c),
no Lender shall have any obligation to disclose all or any portion of a Participant Register to any person (including the identity of
any Participant or any information relating to a Participant’s interest in any Commitments, Loans or other Loan Obligations under
any Loan Document), except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other Loan Obligation
is in registered form for U.S. federal income Tax purposes or is otherwise required by applicable law. Each Lender shall make a copy of
its Participant Register, to the extent it has one, available for review by Borrower from time to time as Borrower may reasonably request.
It is intended that each Participant Register be maintained such that the Loans are in registered form for the purposes of the Code. For
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining
a Participant Register.


 


(iii)           
A Participant shall not be entitled to receive any greater payment under Sections 2.15, 2.16 or 2.17
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such
entitlement to receive a greater payment is the result of a change in law after the date of the participation.


 


(d)              
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (other
than to any Ineligible Institution, Defaulting Lender or any natural person) to secure obligations of such Lender, including any pledge
or assignment to secure obligations to a Federal Reserve Bank or other central bank and in the case of any Lender that is an Approved
Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender, including to any trustee for,
or any other representative of, such holders, and this Section 9.04 shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.


 


(e)              
The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in clause (d) above.


 


(f)               
If the Borrower wishes to replace the Loans or Commitments under any Facility with ones having different terms in accordance with
and to the extent permitted by Section 2.21 hereof, it shall have the option, with the consent of the Administrative Agent
and subject to at least three Business Days’ advance notice to the Lenders under such Facility, instead of prepaying the Loans or
reducing or terminating the Commitments to be replaced, to (i)(i) require the Lenders under such Facility to assign such Loans or
Commitments to the Administrative Agent or its designees and (ii)(ii) amend the terms thereof in accordance with Section 9.08
(with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment,
all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner
as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the
Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 9.05(b). By
receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments


 




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under such Facility pursuant
to the terms of the form of Assignment and Acceptance attached hereto as Exhibit A, and accordingly no other action by such Lenders
shall be required in connection therewith. The provisions of this clause (f) are intended to facilitate the maintenance of the perfection
and priority of existing security interests in the Collateral during any such replacement.


 


(g)              
Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable
to clauses (g) or (h) of this Section 9.04), any of the Borrower or its Subsidiaries may purchase by way of assignment and become
an Assignee with respect to Term Loans at any time and from time to time from Lenders in accordance with Section 9.04(b) hereof
(each, a “Permitted Loan Purchase”); provided that, in respect of any Permitted Loan Purchase, (A) no Permitted
Loan Purchase shall be made from the proceeds of any extensions of credit under the Revolving Facility, (B) upon consummation of any such
Permitted Loan Purchase, the Loans purchased pursuant thereto shall be deemed to be automatically and immediately cancelled and extinguished
in accordance with Section 9.04(h), (C) in connection with any such Permitted Loan Purchase, any of the Borrower or its Subsidiaries
and such Lender that is the assignor (an “Assignor”) shall execute and deliver to the Administrative Agent a Permitted
Loan Purchase Assignment and Acceptance (and for the avoidance of doubt, (x) shall make the representations and warranties set forth in
the Permitted Loan Purchase Assignment and Acceptance and (y) shall not be required to execute and deliver an Assignment and Acceptance
pursuant to Section 9.04(b)(ii)(B)) and shall otherwise comply with the conditions to assignments under this Section 9.04
and (D) no Default or Event of Default would exist immediately after giving effect on a Pro Forma Basis to such Permitted Loan Purchase.


 


(h)              
Each Permitted Loan Purchase shall, for purposes of this Agreement be deemed to be an automatic and immediate cancellation and
extinguishment of such Term Loans and the Borrower shall, upon consummation of any Permitted Loan Purchase, notify the Administrative
Agent that the Register be updated to record such event as if it were a prepayment of such Loans.


 


(i)                
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 the 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 the Borrower and the 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 the Administrative Agent, each Issuing Bank, Swingline Lender or any other
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 Swingline Loans in accordance with its Revolving Facility Percentage; provided that 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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(j)                
 


 


(i)                
No assignment or, unless the list of Ineligible Institutions has not been made available to any Lender upon request, participation,
shall be made to any Person that was an Ineligible Institution as of the date (the “Trade Date”) on which the applicable
Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement
to such Person (unless the Borrower has consented to such assignment as otherwise contemplated by this Section 9.04, in which case such
Person will not be considered an Ineligible Institution for the purpose of such assignment). For the avoidance of doubt, with respect
to any assignee or participant that becomes an Ineligible Institution after the applicable Trade Date, (x) such assignee shall not retroactively
be disqualified from becoming a Lender or participant and (y) the execution by the Borrower of an Assignment and Acceptance with respect
to such assignee will not by itself result in such assignee no longer being considered an Ineligible Institution. Any assignment in violation
of this clause (j)(i) shall not be void, but the other provisions of this clause (j) shall apply.


 


(ii)             
If any assignment is made to any Ineligible Institution without the Borrower’s prior consent in violation of clause (i) above,
or if any Person becomes an Ineligible Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort,
upon notice to the applicable Ineligible Institution and the Administrative Agent, (A) terminate any Revolving Facility Commitment of
such Ineligible Institution and repay all Loan Obligations of the Borrower owing to such Ineligible Institution in connection with such
Revolving Facility Commitment, (B) in the case of outstanding Term Loans held by Ineligible Institutions, prepay such Term Loan by paying
the lesser of (x) the principal amount thereof and (y) the amount that such Ineligible Institution paid to acquire such Term Loans, in
each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the
other Loan Documents and/or (C) require such Ineligible Institution to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in this Section 9.04), all of its interest, rights and obligations under this Agreement and related
Loan Documents to an eligible assignee that shall assume such obligations at the lesser of (x) the principal amount thereof and (y) the
amount that such Ineligible Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued
fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided
that (i) the Borrower shall not be liable to the Administrative Agent for the assignment fee (if any) specified in Section 9.04(b)(ii)(B)
and (ii) such assignment does not conflict with applicable Requirements of Law.


 


(iii)           
Notwithstanding anything to the contrary contained in this Agreement, Ineligible Institutions (A) will not (x) have the right to
receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y)
attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established
for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B)
(x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction
to the


 




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Administrative Agent
or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Ineligible
Institution will be deemed to have consented in the same proportion as the Lenders that are not Ineligible Institutions consented to such
matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan
of Reorganization”), each Ineligible Institution party hereto hereby agrees (1) not to vote on such Plan of Reorganization,
(2) if such Ineligible Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1),
such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code
(or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class
has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision
in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other
applicable court of competent jurisdiction) effectuating the foregoing clause (2).


 


(iv)            
The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to, subject
to Section 9.04(b)(ii), provide the list of Ineligible Institutions to each Lender requesting the same.


 


Section 9.05       
Expenses; Indemnity. (a)(a) The Borrower agrees to pay (i)(i) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent or the Collateral Agent in connection with the preparation of this Agreement and the other Loan Documents,
or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications
or waivers of the provisions hereof or thereof, including the reasonable fees, charges and disbursements of Fried, Frank, Harris, Shriver
& Jacobson LLP, counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees,
charges and disbursements of one local counsel per jurisdiction, and (ii)(ii) all reasonable and documented out-of-pocket expenses
incurred by the Agents, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement
and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges
and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate
jurisdiction for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person
affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for
such affected person).


 


(b)              
The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, the Joint Bookrunners, each Issuing
Bank, each Lender, each of their respective Affiliates, successors and assignors, and each of their respective directors, officers, employees,
agents, trustees, advisors and members (each such person being called an “Indemnitee”) against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements
(excluding the allocated costs of in-house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole,
and, if necessary, a single local counsel in each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case
of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower


 




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of such conflict and thereafter
retains its own counsel, of another firm of counsel for such affected Indemnitee)), incurred by or asserted against any Indemnitee arising
out of, in any way connected with, or as a result of (i)(i) the execution or delivery of this Agreement or any other Loan Document
or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii)(ii) the use of the proceeds
of the Loans or the use of any Letter of Credit (including any refusal by any Issuing Bank 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)(iii) any
violation of or liability under Environmental Laws by the Borrower or any Subsidiary, (iv)(iv) any actual or alleged presence, Release
of or exposure to Hazardous Materials at, under, on, from or to any property owned, leased or operated by the Borrower or any Subsidiary
or (v)(v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a
party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their subsidiaries
or Affiliates; 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 final, non-appealable judgment of a court of competent jurisdiction to
have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, (y) arose from
a material breach of such Indemnitee’s or any of its Related Parties’ obligations under any Loan Document (as determined by
a court of competent jurisdiction in a final, non-appealable judgment) or (z) arose from any claim, actions, suits, inquiries, litigation,
investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by an Indemnitee
against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent
or Arranger in its capacity as such, unless such claim, action, suit, inquiry, litigation, investigation or proceeding arose from the
gross negligence, bad faith or willful misconduct of such Agent or Arranger or any of its Related Parties (as determined by a court of
competent jurisdiction in a final, non-appealable judgment)). None of the Indemnitees (or any of their respective affiliates) shall be
responsible or liable to the BDT Investor, Holdings, Borrower or any of their respective subsidiaries, Affiliates or stockholders or any
other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities
or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the
expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loan Obligations,
the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by
or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable
within 30 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification
or other amount requested.


 


(c)              
This Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages, liabilities and
related expenses resulting from a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth
therein, Section 2.15.


 


(d)              
To the fullest extent permitted by applicable law, no party to this Agreement shall assert, and each hereby waives, any claim against
the Administrative Agent, any Arranger,


 




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any Joint Bookrunner, any Issuing
Bank, any Lender, each of their respective Affiliates, successors and assignors, and each of their respective directors, officers, employees,
agents, trustees, advisors and members (each such person being a “Lender-Related Person”) 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 (other than, in the case of the Borrower, in respect
of any such damages incurred or paid by an Indemnitee to a third party for which such Lender-Related Person is otherwise entitled to indemnification
pursuant to this Section 9.05). No Lender-Related Person shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)              
The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, the Collateral Agent or any
Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the
other Loan Obligations and the termination of this Agreement.


 


Section 9.06       
Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing
Bank to or for the credit or the account of Holdings, the Borrower or any Subsidiary against any of and all the obligations of Holdings,
or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective
of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although
the obligations may be unmatured; 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 the Administrative Agent for further application in accordance with the provisions
of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies
(including other rights of set-off) that such Lender or such Issuing Bank may have.


 


Section 9.07       
Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER
IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY
SET FORTH IN OTHER LOAN DOCUMENTS) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, INCLUDING BUT NOT LIMITED TO
THE VALIDITY, INTERPRETATION, CONSTRUCTION, BREACH, ENFORCEMENT OR TERMINATION HEREOF AND THEREOF, AND WHETHER


 




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ARISING IN CONTRACT OR TORT OR OTHERWISE, SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF
(OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 AND SECTION 5-1402).


 


Section 9.08       
Waivers; Amendment. (a)(a) No failure or delay of the Administrative Agent, any Issuing Bank or any Lender in exercising
any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, each Issuing Bank and
the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or
any other Company Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) below, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower
or any other Company Party in any case shall entitle such person to any other or further notice or demand in similar or other circumstances.


 


(b)              
Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except
(x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into
by the Borrower and the Required Lenders (or, in respect of any waiver, amendment or modification of Section 2.11(b) or (c),
the Required Prepayment Lenders, rather than the Required Lenders), and (z) in the case of any other Loan Document, pursuant to an agreement
or agreements in writing entered into by each Company Party that is a party thereto and the Administrative Agent and consented to by the
Required Lenders; provided, however, that no such agreement shall:


 


(i)                
decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or
any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except
as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding
the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such
modification); provided that no amendment to the financial definitions in this Agreement or waiver or modification of any Default
or Event of Default (or of any obligation of the Borrower to pay interest at the default rate of interest under Section 2.13(c))
shall constitute a reduction in the rate of interest for purposes of this clause (i),


 


(ii)             
increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any
Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the
only consent required hereunder to make such modification); provided that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate


 




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Commitments shall
not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),


 


(iii)           
extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on
which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly
adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall
be the only consent required hereunder to make such modification); provided that no amendment to the financial definitions in this
Agreement or any waiver or modifications of Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate
Commitments shall constitute an increase or extension of the Commitments of any Lender for purposes of this clause (iii),


 


(iv)            
(A) amend the provisions of Section 7.02 in a manner that would alter the pro-rata sharing of payments required thereby
as in effect on the Closing Date or (B) amend any other provision of this Agreement or any of the other Loan Documents that would directly
result in the matters described in clause (A) above, in each case without the written consent of each Lender,


 


(v)              
amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority
Lenders,”, “Required Prepayment Lenders”, “Required Revolving Facility Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the prior written consent of each Lender adversely affected thereby, in each case except, for the avoidance
of doubt, as otherwise provided in Sections 9.08(d) and (e) (it being understood that additional extensions of credit
pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and
Commitments are included on the Closing Date),


 


(vi)            
(A) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective
Guarantees under the Guarantee Agreement, (B) subordinate the liens under the Security Documents securing the Secured Obligations as of
the Closing Date to the liens securing the obligations under any other Indebtedness for borrowed money, or (C) subordinate the payment
priority as of the Closing Date of the Loans or the Guarantees under the Guarantee Agreement to the obligations under any other Indebtedness
for borrowed money, in the case of each of the foregoing clauses (A) through (C), without the prior written consent of each Lender other
than a Defaulting Lender,


 


(vii)         
effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral
of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the
Majority Lenders participating in the adversely affected Facility except, for the avoidance of doubt, as otherwise provided in Sections 9.08(d)
and (e) (it being agreed that the Required Lenders (or the Required Prepayment Lenders, as applicable) may waive,


 




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in whole or in part,
any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction
still required to be made is not changed),


 


(viii)       
amend Section 1.10 or the definition of “Alternative Currency” without the written consent of each Revolving
Facility Lender;


 


provided, further, that no such
agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Swingline
Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Collateral Agent, the Swingline
Lender or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver,
amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall
bind any Assignee of such Lender.


 


Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have the 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 affected 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 disproportionately adversely relative to other affected Lenders shall require the consent
of such Defaulting Lender.


 


(c)              
Without the consent of any Lender or Issuing Bank, the Company Parties and the Administrative Agent and/or Collateral Agent may
(in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or
waiver of any Loan Document, or enter into any new agreement or instrument, to effect (1) the granting, perfection, protection, expansion
or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties
or the granting of additional guarantees, to include holders of Other First Liens in the benefit of the Security Documents in connection
with the incurrence of any Other First Lien Debt, or as required by local law to give effect to, or protect any security interest for
the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement
or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document (including, in all cases, to add a Designated
Guarantor as a Subsidiary Loan Party) and/or (2) the provisions of ‎Section 1.10, ‎5.10, 5.14,
‎5.15 or 5.16, or any other provision specifying that any waiver, amendment or modification may be made with the consent
or approval of the Administrative Agent. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into
amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative
Agent reasonably deems appropriate in order to implement any Successor Rate, Term SOFR Successor Rate or any Successor Rate Conforming
Changes or Term SOFR Successor Rate Conforming Changes or otherwise effectuate the terms of Section 2.14 in accordance with the
terms of Section 2.14.


 


(d)              
Notwithstanding the foregoing, the consent of the Required Lenders shall not be required, and this Agreement may be amended (or
amended and restated) with the written


 




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consent of the Lenders providing
the relevant Loans, the Administrative Agent and the Borrower (a) to permit Replacement Revolving Loans, Refinancing Term Loans, Extended
Revolving Loans and/or Extended Term Loans to be outstanding hereunder from time to time and the accrued interest and fees and other obligations
in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving
Facility Loans and the accrued interest and fees and other obligations in respect thereof and (b) to include appropriately the holders
of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders, Required Prepayment
Lenders and the Required Revolving Facility Lenders.


 


(e)              
Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the
Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental
Term Loan Commitments, Incremental Revolving Facility Commitments, Extended Term Loans, Extended Revolving Facility Commitments, Refinancing
Term Loans or Replacement Revolving Facility Commitments in a manner consistent with Section 2.21, including, as may be necessary
to establish such Loans or Commitments as a separate Class or tranche from any then existing Loans or Commitments, (B) to integrate any
Other First Lien Debt, or (C) to cure any ambiguity, mistake, omission, defect or inconsistency.


 


(f)               
Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure
that all Term Loans established pursuant to and in accordance with Section 2.21 after the Closing Date that will be included in
an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included
in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or
to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the
Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share
of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender
shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share”
of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the
Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount
of all Class Loans on the Applicable Date.


 


(g)              
With respect to the incurrence of any secured or unsecured Indebtedness (including any Intercreditor Agreement relating thereto),
the Borrower may elect (in its sole discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a
Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may
agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description
of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable)
in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall state that
the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01
and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall
be conclusive evidence thereof.


 




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(h)              
Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of solely the
Required Revolving Facility Lenders voting as a single Class (rather than the Required Lenders), the Administrative Agent, Holdings and
the Borrower with respect to (i)(i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans,
Swingline Loans and Letters of Credit and (ii)(ii) the provisions of Section 6.11.


 


Section 9.09       
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate,
together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”),
as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken
or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be
contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder,
together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided that such
excess amount shall be paid to such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation.


 


Section 9.10       
Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein
constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations
from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents.
Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties
hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.


 


Section 9.11       
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.


 


Section 9.12       
Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid


 




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provisions the economic effect of which comes
as close as possible to that of the invalid, illegal or unenforceable provisions.


 


Section 9.13       
Counterparts; Electronic Execution of Assignments and Certain Other Documents.


 


(a)              
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken
together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective
as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in this Agreement, any other Loan Document or any other document to be signed in connection
with this Agreement and the transactions contemplated hereby (including any amendment, approval, consent, information, notice, certificate,
request, statement, disclosure or authorization related to this Agreement, each a “Communication”) shall be deemed
to include Electronic Signatures, Electronic Records or the electronic matching of assignment terms and contract formations on electronic
platforms approved by the Administrative Agent, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof 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. Each of the Company
Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each of the Company
Parties to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute
the legal, valid and binding obligation of each of the Company Parties enforceable against such in accordance with the terms thereof to
the same extent as if a manually executed original signature was delivered. For the avoidance of doubt, the authorization under this paragraph
may include, without limitation, use or acceptance by the Administrative Agent and each of the Secured Parties of a manually signed paper
Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication
converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Secured Parties may,
at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”),
which shall be deemed created in the ordinary course of such person’s business, and destroy the original paper document. All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the
same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative
Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent
has agreed to accept such Electronic Signature, the Administrative Agent and each of the Secured Parties shall be entitled to rely on
any such Electronic Signature purportedly given by or on behalf of any Company Party without further verification and (b) upon the request
of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.
For


 




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purposes hereof, “Electronic
Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006,
as it may be amended from time to time.


 


Section 9.14       
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section 9.15       
Jurisdiction; Consent to Service of Process. (a)(a) Each party hereto irrevocably and unconditionally agrees that it
will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in
tort or otherwise, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in
any forum other than the courts of the State of New York sitting in the borough of Manhattan, and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action,
litigation or proceeding shall be heard and determined in such New York 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, litigation 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 the Administrative Agent, any Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or any other Company
Party or its properties in the courts of any jurisdiction.


 


(b)              
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or the other Loan Documents in any court of the State of New York sitting in the borough of Manhattan, or the United
States District Court of the Southern District of New York, and any appellate court from any thereof. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


(c)              
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other
manner permitted by law. The Euro Borrower hereby irrevocably appoints the Borrower as its authorized agent to accept and acknowledge
service of any and all process which may be served in any suit, action or proceeding of the nature referred to in this Section 9.15
and the Borrower hereby accepts such appointment. The Euro Borrower agrees that such service (i) shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service upon and personal delivery to it.


 


Section 9.16       
Confidentiality. Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence
any information relating to the Borrower, any


 




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Parent Entity and any Subsidiary furnished to
it by or on behalf of the Borrower, any Parent Entity or any Subsidiary (other than information that (a) has become generally available
to the public other than as a result of a disclosure by such party in violation of this Agreement, (b) has been independently developed
by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (c) was already in such Lender’s possession
or available to such Lender, such Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations
of confidentiality to the Borrower, any Parent Entity or any other Loan Party or any of their respective Affiliates) and shall not reveal
the same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration
or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (so long as each such
person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A) to the extent
necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance
Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed
or traded (in which case, (i) to the extent practicable and not prohibited by applicable law, such person shall inform the Borrower promptly
thereof prior to disclosure and (ii) except with respect to any routine or ordinary course audit or examination conducted by bank accountants
or any regulatory authority or self-regulatory authority exercising examination or regulatory authority, to the extent practicable and
not prohibited by applicable law, such person shall inform the Borrower promptly thereof prior to disclosure), (B) as part of normal reporting
or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association
of Insurance Commissioners or the Financial Industry Regulatory Authority, Inc. or their equivalent in any jurisdiction (in which case,
except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any regulatory authority or
self-regulatory authority exercising examination or regulatory authority, to the extent practicable and not prohibited by applicable law,
such person shall inform the Borrower promptly thereof prior to disclosure), (C) to its parent companies, Affiliates and its and its Affiliates’
employees, directors, legal counsel, independent auditors, professionals and other experts, advisors, officers, service providers or agents
(so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (D)
in order to enforce its rights under any Loan Document in a legal proceeding or to the extent applicable and reasonably necessary or advisable,
for purposes of establishing a “due diligence” defense or in connection with the exercise of any remedy or enforcement of
any rights hereunder, (E)(E) to any pledgee under Section 9.04(d) or any other prospective assignee of, or prospective Participant
in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance
with this Section 9.16), (F)(F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s
professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound
by the provisions of this Section 9.16); provided that, in the case of clauses (E) and (F), no information may be provided
to any Ineligible Institution or person who is known to be acting on behalf of or fronting an Ineligible Institution, (G) with the written
consent of the Borrower, (H) to market data collectors, similar services providers to the lending industry, and service providers to the
Lenders in connection with the administration and management of the Facilities and (I) to any rating agency when required by such rating
agency in connection with rating such Lender, provided that, prior to any such disclosure, such rating agency shall undertake in
writing to preserve the confidentiality of any


 




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confidential information relating to the Borrower,
any Parent Entity and any Subsidiary received by such rating agency from the Agent or any Lender. Each Company Party consents to the publication
by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the
name, product photographs, logo or trademark of such Company Party; provided that such names, logos or trademarks are used in a
manner that is not intended to, or reasonably likely to, harm or disparage such Company Party or the reputation or goodwill thereof.


 


Section 9.17       
Platform; Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will
make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”),
and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public
information (or, if Holdings is not at the time a public reporting company, material information of a type that would not reasonably be
expected to be publicly available if Holdings was a public reporting company) with respect to Holdings, the Borrower or the Subsidiaries
or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i)(i) all
such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof, (ii)(ii) by marking Borrower Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials
as solely containing information that is either (A) publicly available information, (B) information of a type that would customarily be
publicly available (as reasonably determined by the Borrower) if Holdings or the Borrower and its Subsidiaries were public reporting companies
or (C) not material (although it may be sensitive and proprietary) with respect to Holdings, the Borrower or the Subsidiaries or any of
their respective securities for purposes of United States Federal and state securities laws (provided, however, that such
Borrower Materials shall be treated as set forth in Section 9.16, to the extent such Borrower Materials constitute information
subject to the terms thereof), (iii)(iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through
a portion of the Platform designated “Public Investor;” and (iv)(iv) the Administrative Agent and the Arrangers shall
be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of
the Platform not designated “Public Investor.”


 


Section 9.18       
Release of Liens and Guarantees.


 


(a)              
The Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral
Agent by the Loan Parties on any Collateral shall be automatically released or terminated, as applicable: (i)(i) in full upon the
occurrence of the Termination Date as set forth in Section 9.18(d) below; (ii)(ii) upon the Disposition (or any merger, consolidation
or amalgamation to effect such Disposition) (including transfers of Receivables Assets in connection with a Qualified Receivables Financing
or a factoring or similar transaction) of such Collateral by any Loan Party to a person that is not (and is not required to become) a
Loan Party in a transaction permitted by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect
provided to it by any Loan Party upon its reasonable


 




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request without further inquiry),
(iii)(iii) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of such lease
(and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request
without further inquiry), (iv)(iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders
(or such other percentage of the Lenders whose consent may be required in accordance with Section 9.08), (v)(v) to the extent
that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under
the Guarantee in accordance with the Guarantee Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate
to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (vi)(vi) as provided in Section
8.11 (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable
request without further inquiry) and (vii)(vii) as required by the Collateral Agent to effect any Disposition of Collateral in connection
with any exercise of remedies of the Collateral Agent pursuant to the Security Documents. Any such release (other than pursuant to clause
(i) above) shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released)
upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties,
including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise
released in accordance with the provisions of the Loan Documents.


 


(b)              
In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that a Subsidiary Loan Party
shall be automatically released from its Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary
ceasing to constitute a Subsidiary Loan Party or otherwise becoming an Excluded Subsidiary (and the Collateral Agent may rely conclusively
on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry); provided
that the release of any Subsidiary Loan Party from its obligations under the Loan Documents if such Subsidiary Loan Party becomes an Excluded
Subsidiary of the type described in clause (b) of the definition thereof shall only be permitted if such Subsidiary Loan Party is or becomes
an Excluded Subsidiary for a bona fide legitimate business purpose of the Borrower and its Subsidiaries and not for the primary purpose
of evading the Collateral and Guarantee Requirement (as determined by the Borrower in good faith).


 


(c)              
The Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent,
as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release
of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18 and to return to Holdings or the Borrower
all possessory collateral (including share certificates (if any)) held by it in respect of any Collateral so released, all without the
further consent or joinder of any Lender or any other Secured Party. Any representation, warranty or covenant contained in any Loan Document
relating to any such Collateral or Guarantor shall no longer be deemed to be made. In connection with any release hereunder, the Administrative
Agent and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent
to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense
in connection with the release of any Liens created by any Loan Document in respect of such Subsidiary, property or asset; provided


 




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that such release should be
without recourse to or warranty by the Administrative Agent or Collateral Agent.


 


(d)              
Notwithstanding anything to the contrary contained herein or any other Loan Document, on the Termination Date, all Liens granted
to the Collateral Agent by the Loan Parties on any Collateral and all obligations of the Borrower and the other Company Parties under
any Loan Documents (other than such obligations that expressly survive the Termination Date pursuant to the terms hereof) shall, in each
case, be automatically released and, upon request of the Borrower, the Administrative Agent and/or the Collateral Agent, as applicable,
shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to evidence the release its
security interest in all Collateral (including returning to Holdings or the Borrower all possessory collateral (including all share certificates
(if any)) held by it in respect of any Collateral), and to evidence the release of all obligations under any Loan Document (other than
such obligations that expressly survive the Termination Date pursuant to the terms hereof), whether or not on the date of such release
there may be any (i)(i) obligations in respect of any Secured Hedge Agreements, any Secured Cash Management Agreements or Permitted
Supply Chain Obligations and (ii)(ii) any contingent indemnification obligations or expense reimbursement claims not then due. Any
such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any
portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, the Euro Borrower or any Guarantor, or upon or
as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor
or any substantial part of its property, or otherwise, all as though such payment had not been made. The Borrower agrees to pay all reasonable
and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective representatives)
in connection with taking such actions to release security interest in all Collateral and all obligations under the Loan Documents as
contemplated by this Section 9.18(d).


 


(e)              
Secured Obligations of the Borrower or any of the Subsidiaries under any Secured Cash Management Agreement, Secured Hedge Agreement
(after giving effect to all netting arrangements relating to such Secured Hedge Agreements) or in respect of the Permitted Supply Chain
Obligations shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other
Secured Obligations are so secured and guaranteed. No person shall have any voting rights under any Loan Document solely as a result of
the existence of obligations owed to it under any such Secured Hedge Agreement or Secured Cash Management Agreement or in respect of the
Permitted Supply Chain Obligations. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted
by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements or any Secured Cash Management
Agreements or the Permitted Supply Chain Obligations.


 


Section 9.19       
[Reserved].


 


Section 9.20       
USA PATRIOT Act and Beneficial Ownership Regulation Notice. Each Lender that is subject to the USA PATRIOT Act and the Beneficial
Ownership Regulation and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant
to the requirements of the USA PATRIOT Act and the Beneficial Ownership


 




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Regulation, it is required to obtain, verify and
record information that identifies each Company Party, which information includes the name and address of each Company Party and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify each Company Party in accordance with
the USA PATRIOT Act and the Beneficial Ownership Regulation. The Borrower and Euro Borrower shall, promptly following a request by the
Administrative agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests
in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, include the USA PATRIOT Act and the Beneficial Ownership Regulation.


 


Section 9.21       
Affiliate Lenders.


 


(a)              
Each Lender who is an Affiliate of the Borrower, excluding any Debt Fund Affiliate, (each, an “Affiliate Lender”;
it being understood that (x) neither Holdings, the Borrower nor any of their Subsidiaries may be Affiliate Lenders and (y) Affiliate Lenders
may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this Section 9.21),
in connection with any (i)(i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action
with respect to any of the terms of any Loan Document, (ii)(ii) other action on any matter related to any Loan Document or (iii)(iii) direction
to the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect
to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action that adversely
affects such Affiliate Lender (in its capacity as a Lender) in a disproportionately adverse manner as compared to other Lenders, such
Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting
with respect to such matter by Lenders who are not Affiliate Lenders. Each Affiliate Lender hereby acknowledges, agrees and consents that
if, for any reason, its vote to accept or reject any plan pursuant to the U.S. Bankruptcy Code is not deemed to have been so voted, then
such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of the U.S. Bankruptcy
Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with
Section 1126(c) of the U.S. Bankruptcy Code; provided that Debt Fund Affiliates will not be subject to such voting limitations
and will be entitled to vote as any other Lender; provided that Debt Fund Affiliates may not account for more than 49.9% of the
“Required Lenders” in any Required Lender vote. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent
(such appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact, with full authority in the place
and stead of such Affiliate Lender and in the name of such Affiliate Lender, from time to time in the Administrative Agent’s discretion
to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions
of this clause (a).


 


(b)              
Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (1) attend (including by
telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the
Borrower are not then present, (2) receive any information or material prepared by Administrative Agent or any Lender or any communication
by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available
to the Borrower or its representatives, (3) make or bring (or participate in, other than as a passive


 




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participant in or recipient
of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any other Lender
with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents,
(4) receive advice of counsel to the Administrative Agent, the Collateral Agent or any Lender (or challenge any assertion of attorney-client
privilege by such counsel), (5) purchase any Term Loan if, immediately after giving effect to such purchase, Affiliate Lenders in the
aggregate would own Term Loans with an aggregate principal amount in excess of 25% of the aggregate principal amount of all Term Loans
then outstanding or (6) purchase any Revolving Facility Loans or Revolving Facility Commitments. It shall be a condition precedent to
each assignment to an Affiliate Lender that (x) such Affiliate Lender shall have represented to the assigning Lender in the applicable
Assignment and Acceptance, and notified the Administrative Agent, that it is (or will be, following the consummation of such assignment)
an Affiliate Lender and that the aggregate amount of Term Loans held by it giving effect to such assignments shall not exceed the amount
permitted by clause (5) of the preceding sentence and (y) each Lender (other than any other Affiliate Lender) that assigns any Loans to
an Affiliate Lender shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter.


 


(c)              
Notwithstanding anything herein to the contrary, (1) no Affiliate Lender may use any proceeds of any extensions of credit under
the Revolving Facility to acquire any Term Loans, Other Term Loans, Incremental Equivalent Debt, Refinancing Term Loans or Refinancing
Notes and (2) each Affiliate Lender shall have the right (but shall not be obligated) to contribute any Term Loans acquired by it to Holdings,
the Borrower or any of its Subsidiaries for the purpose of canceling such Indebtedness, and in exchange therefor such Affiliate Lender
may receive debt or equity securities of such entity or a direct or indirect parent entity or subsidiary thereof that are otherwise permitted
to be issued by such entity at such time, it being understood that (x) such Indebtedness shall be cancelled immediately upon such contribution
and (y) any such contribution shall be treated as a capital contribution that builds the Cumulative Credit pursuant to clause (l) of the
definition thereof by an amount equal to the fair market value (as determined by the Borrower in good faith) of the Term Loans, Other
Term Loans, Incremental Equivalent Debt, Refinancing Term Loans or Refinancing Notes so contributed.


 


Section 9.22       
Agency of the Borrower for the Company Parties. Each of the other Company Parties hereby appoints the Borrower as its agent
for all purposes relevant to this Agreement and the other Loan Documents, including the giving and receipt of notices and consents hereunder
or thereunder, the execution and delivery of all documents, instruments and certificates contemplated herein and therein and all modifications
hereto and thereto, and taking all other actions (including in respect of compliance with covenants and certifications) on behalf of any
Company Party hereunder or thereunder. The Borrower hereby accepts such appointment. Each Company Party agrees that each notice, election,
representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower shall be deemed for all purposes to
have been made by such Company Party and shall be binding upon and enforceable against such Company Party to the same extent as if the
same had been made directly by such Company Party.


 


Section 9.23       
No Liability of the Issuing Banks. Each of the Borrower and the Euro Borrower assumes all risks of the acts or omissions
of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor
any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter


 




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of Credit or any acts or omissions of any beneficiary
or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even
if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment
under any Letter of Credit, except that the Borrower and the Euro Borrower each shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to each of the Borrower and the Euro Borrower, to the extent of any direct, but not consequential, damages
suffered by the Borrower or the Euro Borrower (as applicable) that the Borrower or Euro Borrower (as applicable) proves were caused by
(i)(i) such Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court
of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of
Credit or (ii)(ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation
to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in
limitation of the foregoing, such Issuing Bank 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.


 


Section 9.24       
Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject
to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by


 


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


 


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


 


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


 


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


 


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


 


Section 9.25       
No Advisory or Fiduciary Responsibility.


 


(a)              
In connection with all aspects of each transaction contemplated hereby, each Company Party acknowledges and agrees, and acknowledges
its Affiliates’ understanding,


 




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that (i)(i) the Facilities
provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings and
its Subsidiaries, on the one hand, and the Agents, the Arrangers, the Issuing Banks and the Lenders, on the other hand, and Holdings,
the Borrower and their Subsidiaries are capable of evaluating and understanding and understands and accepts the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof
or thereof), (ii)(ii) in connection with the process leading to such transaction, each of the Agents, the Arrangers, the Issuing
Banks and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower
or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii)(iii) none of the Agents, the Arrangers,
the Issuing Banks or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or
any of its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect
to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised
or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Arrangers, the Issuing Banks
or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents, (iv)(iv) the Agents, the Arrangers, the Issuing
Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ
from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Arrangers, the Issuing Banks or the
Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v)(v) the
Agents, the Arrangers, the Issuing Banks and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax
advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of
any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they
have deemed appropriate. Each Company Party hereby waives and releases, to the fullest extent permitted by law, any claims that it may
have against the Agents, the Arrangers, the Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary
duty under applicable law relating to agency and fiduciary obligations.


 


(b)              
Each Company Party acknowledges and agrees that each Agent, each Lender, each Arranger, each Issuing Bank and any Affiliate thereof
may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, Holdings, the BDT Investor, any
Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Agent,
Lender, Arranger, Issuing Bank or Affiliate thereof were not an Agent, Lender, Arranger, Issuing Bank or an Affiliate thereof (or an agent
or any other person with any similar role under the Facilities) and without any duty to account therefor to any other Agent, Lender, Arranger,
Issuing Bank, Holdings the Borrower, the BDT Investor or any Affiliate of the foregoing. Each Agent, Lender, Arranger, Issuing Bank and
any Affiliate thereof may accept fees and other consideration from Holdings, the Borrower, the BDT Investor or any Affiliate thereof for
services in connection with this Agreement, the Facilities or otherwise without having to account for the same to any other Agent, Lender,
Arranger, Issuing Bank, Holdings the Borrower, the BDT Investor or any Affiliate of the foregoing. Some or all of the Agents, Lenders,
Arrangers and Issuing Banks may have directly or indirectly acquired certain


 




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equity interests (including
warrants) in Holdings, the Borrower, the BDT Investor or an Affiliate thereof or may have directly or indirectly extended credit on a
subordinated basis to Holdings, the Borrower, the BDT Investor or an Affiliate thereof. Each party hereto, on its behalf and on behalf
of its Affiliates, acknowledges and waives the potential conflict of interest resulting from any such Agent, Lender, Arranger, Issuing
Bank or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as
arranger or agent thereunder and such Agent, Lender, Arranger, Issuing Bank or any Affiliate thereof directly or indirectly holding equity
interests in or subordinated debt issued by Holdings, the Borrower, the BDT Investor or an Affiliate thereof.


 


Section 9.26       
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


(a)              
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to
a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and
any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the
Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it
is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights
of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


(b)              
As used in this Section 9.26, the following terms have the following meanings:


 


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


 


“Covered Entity” means any of the following:


 




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



 


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



 


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



 


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


 


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


 


Section 9.27       
Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of each Company Party in respect of any such sum due from it to the Administrative
Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative
Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such
Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from
any Company Party in the Agreement Currency, such Company Party agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so
purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent
or such Lender, as the case may be, agrees to return the amount of any excess to such Company Party (or to any other Person who may be
entitled thereto under applicable Requirements of Law.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	
BANK
OF AMERICA, N.A., as Administrative Agent, Collateral Agent and as a Lender and Issuing Bank 
	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 



 


 





	 	
WEBER-STEPHEN
PRODUCTS BELGIUM BV, as Euro Borrower
	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 






 


 


 


 


[Signature
Page to Credit Agreement]


 


#94495373v14





25188660.7





#94495373v16





25188660.10





#94856461v2





25803870.3





#95473426v8





US\HOYV\28119186.5





#96450460v3





 




    


     


    

	 	
BANK
OF AMERICA, N.A., as Administrative Agent, Collateral Agent and as a Lender and Issuing Bank

     
	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 



 

[Signature
Page to Credit Agreement]


    


     


    

	 	BANK OF MONTREAL, as a Lender and Issuing Bank	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 


 


[Signature
Page to Credit Agreement]


    


     


    

	 	CITIBANK, N.A., as a Lender and Issuing Bank	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 


 


[Signature
Page to Credit Agreement]


    


     


    

	 	JPMORGAN CHASE BANK, N.A., as a Lender and Issuing Bank	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 


 


[Signature
Page to Credit Agreement]


    


     


    

	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender and Issuing Bank	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 


 


[Signature
Page to Credit Agreement]


    


     


    

	 	UBS AG, STAMFORD BRANCH, as a Lender and Issuing Bank	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 


 


[Signature
Page to Credit Agreement]


    


     


    

	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and Issuing Bank	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 


 


[Signature
Page to Credit Agreement]


    


     


    

Schedule 2.01


 


COMMITMENTS


 


Initial Term B Loan Commitments


 


	Initial Term B Lender	Initial Term B Facility Commitment Amount	Percentage
	Bank of America, N.A.	$1,250,000,000	100%
	Total:	$1,250,000,000	100%


Initial Revolving Facility Commitments


 


	Initial Revolving Facility Lender	Initial Revolving Facility Commitment Amount	Percentage
	Bank of America, N.A.	$50,000,000	16.67%
	JPMorgan Chase Bank, N.A.	$50,000,000	16.67%
	Morgan Stanley Senior Funding, Inc.	$50,000,000	16.67%
	Citibank, N.A.	$40,000,000	13.33%
	UBS AG, Stamford Branch	$40,000,000	13.33%
	Wells Fargo Bank, National Association	$40,000,000	13.33%
	Bank of Montreal	$30,000,000	10.00%
	Total:	$300,000,000	100%


Specified Letter of Credit Sublimit


 


	Issuing Bank	Specified Letter of Credit Sublimit	Percentage
	Bank of America, N.A.	$6,096,508.80	19.61%
	JPMorgan Chase Bank, N.A.	$5,000,000.00	9.65%
	Morgan Stanley Senior Funding, Inc.	$5,000,000.00	12.86%
	Citibank, N.A.	$4,000,000.00	16.08%
	UBS AG, Stamford Branch	$4,000,000.00	16.08%
	Wells Fargo Bank, National Association	$4,000,000.00	12.86%
	Bank of Montreal	$3,000,000.00	12.86%
	Total:	$31,096,508.80	100%




    


     


    

	
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